


The Caroline Chronicles

by Ovipositivity



Category: Original Work
Genre: Alien Biology, Alien Sex, Aliens, Amputation, Breeding, Cervix Penetration, Fucking Machines, Hucow, Impregnation, Loss of Limbs, Machines, Medical Kink, Medical Torture, Milking, Mind Control, Mind Manipulation, Mind Rape, Multi, Mutation, Other, Oviposition, Tentacles, Unbirthing, ovipositor, womb penetration
Language: English
Status: In-Progress
Published: 2021-01-03
Updated: 2021-03-09
Packaged: 2021-03-13 20:13:51
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Major Character Death, Rape/Non-Con
Chapters: 8
Words: 45,269
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/28534221
Author URL: https://archiveofourown.org/users/Ovipositivity/pseuds/Ovipositivity
Summary: XK-005, a Commodified Human Asset with no mind and no memory, is subjected to inhumane experiments. They restore her sanity and her brain, but at what cost?
Comments: 12
Kudos: 127





	1. XK-005 Awakes

XK-005 woke up bright and early, ready to face the day.

She’d slept in her pen. Even if she wanted to leave (and who would ever want to leave?), the setup of the pen made that difficult. At night, the sucking milkers attached to her teats rattled to a halt, but the milkers themselves remained firmly clamped onto her fat pink nipples. Thick tubes plugged firmly into her ass and up between her legs to remove her waste, and she could not remove them herself. Nor could she tug out the feeding tube that snaked down her throat and dripped out her meals. Sometimes, the nice men in the white coats would come by to let her out of the armature that supported her arms and torso. She liked that. It got boring just sitting on the milking stool all day. But at night, they strapped her in nice and tight. And of course, even if she could get out of the binding straps and remove the plugging tubes, detach the milkers and hop off the stool, she couldn’t exactly walk out of the pen. Not without legs. Hers ended a few inches below the hip, their ends capped with steel plates. She remembered vaguely having legs, once, but that was Before, and it hurt to think too hard about Before.

But again, why would she want to leave? She liked her neighbors, JN-026 and FP-035. They were pleasant girls, easy to get along with. They were waking up now, blinking and cooing behind their own feeding tubes. FP-035’s belly was looking more swollen than ever. By the look of it, she’d be laying her eggs today. The men in white coats had come by last week and put the tube in her pussy that made her tummy big and round, and every time that happened, the eggs came soon afterward. XK-005 wasn’t sure if she liked the tube. It hurt for a while when it went in, and she felt strange with her belly all full of eggs, but it felt so good to push them out again.

The hiss of the milkers starting up again startled her, but she sighed in relief at the feeling of her milk dropping. She always woke up feeling so full! The milk poured out of her, and the feeding tube went drip-drip-drip, and she just sat on her stool and thought about how good life was.

On her other side, JN-026 started making a strange noise. XK-005 looked over, less out of concern than with simple curiosity. Something different was happening. JN-026 didn’t look happy today. Her face was all twisted, and the stumps of her legs beat hard against the stool. XK-005 wanted to say something, to make her feel better, but she couldn’t think of anything to say and anyways she couldn’t speak with the tube in her mouth.

JN-026’s noises were getting louder, and XK-005 started to feel a little afraid. The other girl rocked back and forth. The armature wouldn’t let her fall, but the milking clamps slipped off her nipples, and her milk began to drip and spray across the floor of her pen. XK-005’s eyes widened in alarm. Something was terribly wrong!

The men in white coats showed up within a minute. They talked excitedly to each other, and two of them grabbed JN-026. XK-005 couldn’t understand any of the words they said, but they did not sound happy. When they pulled JN-026’s tube out of her mouth, she took a deep breath and began to bellow. She was loud, so loud, and the noises she made chilled XK-005 to her core. They reminded her of… what, exactly? Something bad. Tears trickled down her cheeks. What was happening? This day had started off so nicely.

The white-coat men managed to wrestle JN-026 off her stool, and four of them picked her up and carried her away. Her shouts faded away into the distance, and soon enough, the room was quiet except for the suck and hiss of the milkers. With… that girl gone (her name was already fading), XK-005 started to calm down. Soon enough there would be a new girl there, a new neighbor. A new name to remember.

Her memory was not excellent at the best of times. She knew her name was XK-005, but sometimes she forgot, and she would have to look at the letters tattooed on the stump of her right leg. XK-005, they said, and that was her name, and then she would remember and smile. Having a name was important. She’d had another name, she thought, but that was Before, and Before scared her most of all. Whenever she thought too hard about Before, her head would buzz, louder and louder until she thought she might cry or explode. When the pain got too bad, she let her mind float away, and for a while there would be nothing but the rhythmic slurp of the milkers.

The best part of the day was when the men turned off the milkers for her break. XK-005 loved her break. The feeling of that constant suction slurping on her milk-heavy teats made her feel all weird and warm, especially between her legs, but she couldn’t do anything about it. On her break, though, the men would come, and they would stick something down there that buzzed and purred. It nibbled at her _special parts_ and made them sizzle with secret heat. XK-005 made her own noises then, happy noises. Then everything would go white and for a while she’d be hovering on a dreamy cloud. After her break, they would slide the feeding tube down her throat, and then the chugging milkers would turn back on, and she would go back to work. She knew her job was important, even though she didn’t know what it was.

By the time the men came by for her break, XK-005 had already forgotten the events of that morning. Next to her, FP-035 was on her break, too. Two of the men supported her while another massaged her enormous belly. She panted and moaned, sweat dripping down her face. As XK-005 watched, the first egg started to nose its way out between her legs. It was round and white, with little grey speckles. Her cuntlips parted around it, straining to push it out until they were drawn thin. A man with a basket crouched between her legs to catch the egg as it fell. FP-035 let out a guttural little cry as the egg fell out of her. Her suddenly-empty pussy quivered, the lips smacking wetly against each other. The bulbous curve of her belly shone with sweat. She keened again as the next egg began to press its way out of her.

XK-005 watched, mesmerized. It was almost as nice to watch another girl lay eggs as it was to lay them herself. That feeling of _pressure_ as each egg slid its way down her slick channel… the way they pushed against her insides, finding the most sensitive spots and rubbing them… the stretched feeling she got as they slid out between her lips… that was a special treat, even better than her break. If she had to admit it, she even liked being filled up. Sure, it pinched a little, but no worse than the milking clamps. And the fullness, the sensation of being stuffed and stretched, well that was just heavenly! After she was filled, she’d sit on her stool, marveling at the gravid orb of her belly. The smooth curves made her feel warm and tingly and reminded her of her break and the wonderful buzzing machine.

As FP-035 kept laying, a group of men filed into XK-005’s pen as well. XK-005 simply sat there and smiled vacantly as the white-coat men switched off the milkers, unwound the straps that bound her arms and upper body, pulled the tubes free from her nethers. They would wash her, she knew, and then give her her break. She was already trembling just thinking about it.

But the break didn’t come. Instead of turning on their happy buzz machine, the men picked her up and carried her right off her stool. Her eyes goggled and she looked around in surprise. The men in white coats weren’t alone today—they were accompanied by another man, a tall one in a black jacket. The men in white coats never wore hats, but this one did, a round cap with a black brim. He was saying something to the white-coat men that XK-005 didn’t understand.

She tried to summon up her words. They came slowly, since she so rarely used them. “Hey!” she said. “Hey!” She flailed her arms for emphasis. They were thin, so thin compared to the white-coat men. Still, the ones carrying her hadn’t been expecting her to move, and she began to slip out of their grasp.

“Grab her!” shouted the man in the jacket, and two more of them did. Their hands were rough and XK-005 squealed in pain and alarm.

“What’s happening?” she asked. “What’s happening? Why? Hey! I don’t like this!”

The man in the black jacket growled like a predator. “Tranq her,” he said, and a vivid spear of pain erupted in XK-005’s right buttock. She squealed in alarm, but the darkness was already falling. In the time it took her to draw in her breath to squeal again, she was gone.

She bobbed on a sea of oblivion, occasionally surfacing to catch a snippet of reality. Movement. She was on her back, lying on cold metal, traveling down a hallway. Lights in the ceiling stared at her like eyes. Voices, somewhere a million miles away. A pinching pain in her side. Hands, touching her everywhere, squeezing her milk-bags, prying apart the soft pink lips of her sex. Faces, invisible behind masks, staring down at her. More cold metal.

She woke up on a table, staring at a sterile metal ceiling. She tried to move her arms and found that they were pinned. Something cold encircled her neck and stopped her from lifting her head. Another cold bar ran across her chest, under her teats. She wiggled to and fro, but could do no more than move a few inches. Terrified, she tried to scream, but something was plugging up her mouth. Instead she began to cry: huge, liquid tears of helpless terror that trickled down the sides of her head. Her heart was thumping. She wanted, more than anything in the world, to go back to her pen.

Someone was talking nearby. She tilted her head to try to make out the words, but just when she managed to focus, the voice stopped. A metallic buzz filled the air, and for a moment, XK-005 felt hope. Maybe this was just a new kind of break. But the feeling between her legs was not the pleasant buzz she was used to. She felt something hard and narrow, like a metal finger, poking her down there. It didn’t feel good like the buzzer. It was cold, and it prodded her uncomfortably deeply. In fact, it slid right inside her. Her cunny parted easily to allow it in: she’d pushed many eggs out in her time, and her slit had slackened, losing its tightness.

The buzzing increased in volume, and the feeling inside her became sharper. The pain crystallized. XK-005’s eyes shot open, and she let out a muffled scream. The metal finger was spreading or growing wider or something. It was pushing at her walls, pushing steadily, pushing her farther open. She was being spread apart farther than even the largest eggs. She whimpered shook her head back and forth, _no, no_ , but the machine did not care. The buzzing intensified a step, and so did the pain. She felt like she was splitting open.

Finally, mercifully, it stopped. The machine did not withdraw. It stayed there, holding her open, waiting patiently. Behind it, the machine chugged, and another robotic arm descended from the ceiling.

This one ended in a suction cup, and gripped in the suction cup was the strangest thing XK-005 had ever seen. It looked a bit like an egg, but it shimmered in all the colors of the rainbow. The colors danced and swirled across its surface, and as XK-005 watched, her fear receded. It was so soothing, looking at the colors. They were peaceful. They were nice colors, and there was no need to be afraid.

Then the arm descended towards her, and her fear came back. It was heading straight for the passage its fellow arm had made. XK-005 had had eggs in her before, but this one was _enormous_ compared to those little things she’d pushed out. The robot arm pushed steadily towards her, and soon the egg was nestled between her stretched-open pussy lips. It felt cool and slightly damp. Her heart raced in her chest. Surely the robot would realize such an egg couldn’t possibly fit inside her!

It did not realize that. It began, instead, to push. Gently at first, but with more and more pressure as the egg made its slow, slow way inside her. The surface of the egg was not completely hard: it had a somewhat springy texture, and that helped it a bit, as it squished down to fit into her channel. But not enough, nothing like enough. It was never going to fit.

Inch by inch, the robot arm defied that prediction. The pain between XK-005’s legs steadily built from a sharp pang to a constant, deep throb. She sobbed behind her gag, her eyes screwed shut, her hands curled into tight fists. The stumps of her legs beat against the table, filling the air with the clang of steel on steel. She had never imagined anything could hurt this much. Maybe this was a bad dream she was having. Those came sometimes, snatches of conversation and scenes that she thought might be from Before. Those dreams always woke her up panting and covered in sweat. She’d wake up soon, and she’d be back in her pen.

If this was a dream, though, it was a persistent one. The egg was fully inside her now, moving along her tunnel, and her body was yielding before it. She had no choice. The force of the machine was irresistible. The first robot arm was doing something new—she felt it moving inside her. It advanced, extending by inches until it reached the back of her passage. There was a faint prick inside her, and soothing numbness spread outward.

At last, XK-005 relaxed. With the advent of the numbness, the pain dulled. She could feel her muscles relaxing. Her legs calmed down. She rested her head against the table; she was already exhausted from crying. As the pain faded, something else welled up to replace it: a kind of desperate, wet need, a clinging sense of warmth. Her thighs were growing slick with something that was not sweat. Her tight tunnel quivered around the egg as if in anticipation. With every inch it moved, the sensations changed, running up and down her spine and flickering across her skin. She shivered and let out a long, low moan behind her gag. She wished her hands were free—sometimes, when she could use them, it was nice to play with her body, especially that stiff little bud between her lower lips. But with them locked in place, she could only wait.

The egg reached the back of her passage and paused for a moment. Hopefully, she thought, it would be done here, and she could rest. Sweat drenched her belly and forehead. When they took the gag out, she decided, she would ask to go back to her pen. Surely they would—

The robot arm wasn’t done with her yet, apparently. The pressure came back, building steadily inside her. She yelped in surprise. Even through the haze, the pain was returning, growing sharper and more intense. It was mixed with pleasure now, and her head spun. She did not know how to feel. Her whole body seemed to be on fire, from head to toe. The stretching and the pushing and the race of her heart, the pain and the pleasure and the confusion, all blended together to overwhelm her brain. Her eyes rolled madly in their sockets. This was too much, too much, it was all too much! The egg pushed at her, pushed incessantly, as though it wanted to spear through to the very core of her, to her secret heart. She wanted desperately to let it in, if only to make the pain stop, but she could do nothing. The whine of the machine rose in pitch, and she could feel it gathering its strength for one final push. Agony erupted inside her, a sudden white-hot stab that speared into her brain and extinguished all thought.

She was floating. All around her, lazy colors drifted into each other, shifting, changing, melding, becoming. She was floating in this void, attached to nothing, feeling nothing, hearing nothing. The table was gone. The straps were gone. She looked down and saw to her surprise that her tattoo was gone. Without it, she struggled to remember her name.

What was it? What had it been? It was so hard to think. The colors relaxed her, and she stared at them for a while, trying to gather the scattered remnants of her consciousness.

She was not alone, she realized suddenly. There was something in here with her, in this place that was no place, with the colors dancing in the distance. She could not see it, but she could feel it all around. It was a mind—not a mind like hers, but a mind all the same, another person. It wasn’t one of the neighbor girls or one of the white-coat men or even the black-jacket man who had scared her so. It was some other kind of mind. It was watching her. She could not see it, but she could _feel_ it, or feel the edge of it. She could feel its curiosity. It felt like it had just woken up.

“Hey!” she called, and she was mildly surprised to hear her own voice. At the sound of it, the colors twisted, morphing from neutral green to a bright, agitated yellow. “Who are you?”

 _I am here_ , came the response. It wasn’t a voice. It wasn’t words. It was… understanding. It was the concept of “I” and the concept of “here,” arriving inside her mind through pure communication. This was beyond language, beyond any kind of talking. It was as though something had thought the thoughts right into her head.

“Who are you?” she asked again. The colors turned a cool, curious blue.

 _Who are you?_ the mind replied. It didn’t sound like it was copying her. It sounded like it wanted to know.

“I am…” she hesitated. She had a name, right? She knew she did. All she had to do was look at her tattoo. She looked down, and remembered it wasn’t there anymore. Panic rose inside her, sudden and strong. Who was she? If she had lost her name, who was she? Was she anyone?

 _Let me look_ , the mind thought at her, and without waiting for her to reply, it did.

She felt it enter her mind, felt its consciousness wash over her. The colors went wild, dancing from purple to green to orange to a white so bright it hurt to look at. A rushing tide of thought swept over her, and she struggled not to drown in it. Images assaulted her senses, coming so fast she could not separate them: light, heat, movement, pain, fear, relief, satisfaction, curiosity, eagerness. She could feel the presence now _inside her head_. It riffled through her thoughts and examined her memories.

 _This is broken,_ it thought. _But I can fix it._

“What are you doing?” she asked, and her voice quavered. In response to her fear, the colors turned dark, brown and grey and drab. Patterns of static buzzed between the lines of color.

There was no response. Instead she felt something building inside her head, some great force gathering. It felt like the universe drawing in a breath. She opened her mouth, to ask it to stop or to explain, even though she knew she wouldn’t understand. Most things she didn’t understand.

 _There_ , thought the presence, and the world exploded.

Before rushed out at her. Before, and Before, and Before. With it came a tide of thoughts: memories, feelings, emotions, things she had thought were buried so deeply they were never coming back. Neural connections that had been bound like bonsai saplings unfurled. A mind that had been crippled and turned in on itself exploded back to life, lightning crackling along every synapse. She gasped for air. She was drowning in a flood of information. She was thinking now, _actually_ thinking, thinking _clearly_ , and the shock of it nearly killed her. It was like being immersed in an ice bath after spending years in a sauna. And she could visualize those things, too, the ice bath, the sauna. It was a _metaphor_. She had made a _metaphor_.

 _There you are_ , thought the other mind, oblivious to her sudden, panicked flowering. _You are Caroline_.

In the no-space, in the void of endless color, Caroline woke up. And screamed.


	2. Caroline Escapes

**Summary for the Chapter:**

> Caroline reawakens to find herself in a dire situation

Being Caroline again hurt. It hurt all over. She had been XK-005 for a long time, and being XK-005 was _easy_. XK-005 could think, but only in the most rudimentary way. She could barely remember anything. And she certainly never _worried_ about anything. Worry, like shame and regret and anger, were emotions far beyond XK-005’s pay grade.

Caroline could feel all of those things. Caroline had a headful of memories, jumbled and incomplete as they were, and sorting through them now hurt worse than anything. What she’d been… what she’d done… what had been done to her… it was like waking from a nightmare into another nightmare, horror so pure and pristine that she thought it might strike her dead. Hoped, really. At least death would bring peace.

No such luck. She opened her eyes, her _real_ eyes this time, and stared up into a blinding light. No metaphor this—a bank of fluorescents glared down at her, so bright she had to squint. Her jumble of nightmare memories faded as fresh sensations flooded in.

This hurt, too. Cold bands secured her wrists and neck and chest. They dug into her flesh and rubbed her raw whenever she moved. Her groin and lower belly were one big bruise, with the hot and swollen feeling of a black eye. And her legs… her legs… she could not see them, but she could feel cold metal where no metal should be, and sense and awful yawning blankness where she had once had bone and muscle and flesh.

 _Get up_ , said the voice in her head. Caroline’s heart skipped a beat. Everything else—the pain, the trauma, the palpable sense of loss—drained away, displaced by this new and urgent demand. There was a _voice_ in her _head_. She had heard it before, right? In the color room, the no-space, where she’d come back to herself. She’d heard the voice right before it happened. Right before she’d woken up.

“Who are you?” she asked. Tried to, at least. There was something cold and solid in her mouth. But the voice responded, just as if she’d spoken.

 _I am. We are. I am Caroline_.

“ _I’m_ Caroline!” she tried to respond. Again, nothing came out, but the voice heard her loud and clear.

 _Then who am I?_ The voice was distinctly feminine, but not her own. It was not like any voice she’d heard before, either. It spoke clearly, but there was no rhythm to its speech. It was as though it understood the concept of words, but had never heard them said before. Like a child arranging letter-blocks.

“I don’t know! I don’t know what you are! Get out of my head!”

There was a pause, as though the voice wasn’t sure how to respond to that. Then Caroline felt it: a pressure in her mind, like gentle fingers probing her memories. Tendrils of a consciousness that was not her own riffled through her thoughts. She felt like a book being speed-read.

 _I… don’t know. You don’t know. I am… new._ The voice, confused, trailed off. _I have… a directive. Survive. Expand. Control. Multiply. Listen for… listen for…_

Once again, it trailed off. Caroline blinked rapidly. Her thoughts were coming quicker now, like ice floes in a thawing river. _A voice in my head? An AI? Some kind of implant? Possession?_ She didn’t know what it was, but it had to have something to do with the restraints and the machines she saw all around her. It sounded almost as confused as she was. “Listen, voice,” she said (or didn’t say), “are you a machine? What do you want?”

 _I want… I…_ the voice trailed off again. _I want… to be free of these restraints._

“You and me both,” Caroline replied. “Unless you’re psychic or something, though, I don’t see how that’s happening.”

 _Psychic?_ Once again, that ripple, that feeling of being read. The concept “psychic” rose up in Caroline’s mind, unbidden. _I don’t… think so. No._ It paused, and when it spoke again, its mind-voice sounded much more urgent. _I have to go. We have to get up._

“We?” Caroline let out a choked cough that might have been a laugh. “We aren’t going anywhere, voice. Can you see out of my eyes? We’re pretty much trapped.”

_I can see. And I can hear. They are talking about you in the next room._

“They?” That sounded ominous. Caroline’s heart started thudding again.

_They think their experiment was a failure. They want to dispose of us._

“They? Experiment? What’s going on?”

_There is no time. They come now. See?_

Caroline couldn’t see anything but the bank of lights above her, but somewhere at the edge of hearing, a door hissed open. Footsteps, heavy and booted, tromped across the laboratory floor. Metal clicked against metal.

“Uncouple her.” This voice wasn’t inside her head—it came from a few feet off to her left. It was deep and patrician, each syllable perfectly enunciated. An educated voice. Hearing the voice and being unable to turn her head to see the speaker distressed Caroline deeply. She struggled uselessly in her restraints.

“Should we just cap her here?” This voice was lower, rougher, slightly muffled as though speaking through a mask or helmet.

“No! Don’t damage the equipment. And put that gun away, idiot.” The first voice sounded annoyed. “I’ll want to dissect her afterwards to see what went wrong, so use the gas. Quickly now, I want to get another cycle in today.”

Caroline had gone white. She was still groggy, but the terms the voice was dictating were clear enough. _Dissect. Use the gas._ She felt hands descending onto her shoulders, rough hands cased in plastic gloves. The hands pressed her down onto the table, ignoring her muffled squeal of pain, and she felt the metal restraint bars loosen. They slid back into recessed gaps in the table with a _hiss_ , and her neck and wrists were free again. They were sore, chafed, but she couldn’t lift her hands to rub them—those were being held down, too. Something large momentarily blocked out the fluorescents and she felt the metal gag lift out of her mouth.

“All right, grab her,” said the rough voice. Now Caroline could look around at the speaker, and she did, ignoring the stab of pain in her sore neck. Three men surrounded her, one at her head, one more on either side. They wore dull grey fatigues, heavy boots and gloves, and grilled respirator masks. Their eyes were invisible behind black glare-goggles, their bald heads capped with silver skullcaps. Traceries of wire like multicolored veins threaded their temples and the sides of their heads.

That was all Caroline had time to see before they grabbed her under the shoulders and hips and hoisted her off the table. She squawked in surprise and tried to thrash free, but there was no strength in her arms. “Up you come, girlie,” said the one by her head, though Caroline had the distinct impression he wasn’t actually talking to her; his tone was more that of a man addressing a particularly stupid pet. He looked down at her, his gaze eating her up from head to the stumps of her thighs. “Seems to a shame to waste a pretty one like this.”

“Nasty, Keff,” said one of the others. “You might as well stick your dick in a garbage disposal. You saw what they crammed up in her.” All three of them laughed, a nasty laugh made nastier by the buzz of their respirators.

 _Be ready. We are breaking free._ The voice spoke quietly, and Caroline wondered for a moment if the men could hear it. None of them reacted.

“Wait!” she said. Whether she was addressing her captors or the unwelcome occupant of her mind, she couldn’t say. The men carrying her froze in midstride.

“Did she just—”

A burst of nausea hit Caroline the stomach, so sudden and powerful that she doubled over. She swore she could see something _moving_ in there, writhing under her skin, bulging and distorting the flat pink flesh into ripples and waves…

“What the hell!” The man holding her shoulders flinched, and Caroline dropped a few inches before he steadied her. The sudden lurch did nothing to abate her nausea. A liquid cramp viced her insides and she groaned. She could feel her gorge rising and managed to turn her head to the side just in time. A vile, acid spatter burst out of her mouth and dribbled down her chin. Her eyes rolled back into her head and she convulsed again.

“Doc! Doc!” someone was screaming nearby. Caroline was too dazed to tell which man it was. “Something’s happening to her!”

“Her stomach!” another voice shouted. “Look at her stomach!”

Caroline was in too much pain to look, but she could feel it: a burst of pain inside, a rapidly increasing sense of _pressure_ followed by the stabbing pain of something giving way. Like water breaching a dam, the pressure raced outward and down, filling her sore vaginal passage and stretching her open. She screamed and vomited again, this time merely a thin stream of watery gruel. Then, all at once, she was _rising_.

She opened her eyes. For a moment, she couldn’t process what she was seeing. The sheer impossibility of it took her breath away. There were the soldiers, reeling backwards, stumbling away, _below_ her, and there were the walls and machines and the hateful steel table with its restraint bands, all falling away. She was rising. _Flying_.

 _Am I dead?_ she thought, with the kind of perfect clarity that she hadn’t had since she woke up. _Is this my spirit? Am I going to the afterlife?_

 _No,_ replied the voice in her head. In all the excitement she’d almost forgotten about it. _We are escaping. Look down._

Caroline did, and her breath caught in her throat. At first, she thought she was hallucinating. Were those her legs? Grown back somehow, and taller than ever? But no, her stumps were where she’d seen them last. She blinked and the scene snapped into focus. When it did, she was grateful she’d already thrown up twice; there was nothing left in her stomach to lose.

Something was growing out of her pussy, something like the bole of an ancient tree. It was pink, not the pale pink of her skin or the rich, flush coral pink of her labia, but an angry, electric pink like a sunset, like a bruise. The trunk of it descended for a few feet, then split into tendrils the size of her index finger. They whipped through the air, prehensile, extending for eight feet or more in every direction. A half-dozen of them, splayed like the legs of a tripod, supported her body in midair. Another five or six spread outward like the vanes of a windmill or the twitching antennae of some scuttling insect. Caroline sprouted from the top of this grotesque teratogeny, helpless, dangling. She opened her mouth to scream but nothing came out. An invisible hand clamped down on her windpipe and stole her breath.

_Be calm. Do not distract us._

The voice sounded as it had before: feminine, unnatural, stilted. There was a hint of iron in it now, though, a determination.

 _What is happening?_ Caroline thought. The question felt limp and useless, but it was the only one that occurred to her.

_We are escaping. Be silent._

In the time it took them to exchange those thoughts, the soldiers groped for their guns. They all carried them, Caroline could see that now, strapped across their backs: heavy rifles of some kind, polished chrome barrels and pressure-molded plastic stocks. Her memories were still jumbled, but none of the ones she could find told her much about guns. She knew enough, though, to flinch away as the soldiers armed themselves. She was unarmored. Naked, even. Those guns would rip her to pieces.

If they got the chance, that is. The tendril-tree sprouting from between Caroline’s legs had other ideas. It twirled, spinning her around, and three of the tentacles that had been groping through the air speared towards the nearest soldier. They angled under his respirator and stabbed into the meat of his throat. Their pink tips, now red with arterial blood, burst out the back of his neck with a sound like shredding paper. A great gout of blood exploded out with them, painting the steel wall of the chamber. The other two soldiers recoiled back in alarm. Caroline barely noticed them. She _felt_ it as the stricken soldier died, felt the warmth pulsing out of his wound, felt the life leave him. She thought for a moment she could taste the coppery tang of his blood. The tentacles withdrew, still bloody, and Caroline looked down at her hands in alarm. Was there blood on her fingers, too? No, her hands were clean and pink. Yet she could feel it all the same, hot and sticky.

The other two men were already recovering, but whatever force was driving Caroline now had no intention of sparing them. The tree spun again, a lurch that left Caroline seasick, and a tentacle whipsawed out. Driven by more than just centrifugal force, it sliced edge-on through the soldier’s arm, severing it halfway up the bicep. He screamed and dropped his gun to clutch the awful wound. Blood gouted from it, soaking the side of his uniform, and the tentacle swung back to hit him on the other side of his body. This time, it did not cut him, but lifted him off the ground with a blow that sent him flying. He crashed into a computer terminal with a sickening _crunch_ and slumped to the ground. Blood pooled underneath his limp body.

The last soldier, the one who had carried Caroline’s shoulders, had his gun out. To his credit, he didn’t run. He raised it, taking careful aim at the stump of a woman dangling from the top of the tree like a swollen fruit. “What _are_ you?” he rasped, his voice distorted by the respirator grill.

“I… I don’t…” Caroline’s mouth was too dry to talk. She licked her lips. Shock had stolen her voice.

Two tentacles punched into the man’s chest, piercing through the weave of his fatigues as though it were nothing, erupting out of his back. Another one speared through his stomach. He doubled over, lifted slightly off the ground, his gun clattering to the floor. A choked gasp like a burst of static dribbled out of his respirator. Caroline felt a muscle in her brain clench, and the tentacles flexed apart. The man was sectioned in midair like a jigsaw puzzle, his body falling apart in great wet chunks. Caroline screamed in horror and looked away. He had been trying to kill her, she knew that, but she had never seen a man _disassembled_ like that. Before today, she didn’t think she’d seen a man die at all.

 _We move_. The voice inside her head had the same iron-hard determination as before. Even if Caroline had disagreed, she was helpless to resist it. The tentacle-limbs thudded across the floor, ignoring the distant shouts of the scientists, ignoring the wail of a siren that split the air. She was rising again, rising towards the ceiling. A vent grill filled her vision. Once again, she had that sense of being read like a book. Memories rose to the surface unbidden, surprising in their banality: air conditioning. Ductwork. A brief glimpse of an office, where she sat at a tiny cubicle directly below a vent fan. She’d complained often, of course, but they never…

 _Was that me?_ Caroline thought. _Who was that? Where was that? Did I—_

 _Enough._ The intruder-voice silenced her. _We go to ground._ Two tentacles rose up before her and punched through the grill as though the metal were cheesecloth. They curled around it and pulled and the entire grill detached with a squeal of tortured metal. The tentacles tossed it aside with a _clang_ and then Caroline felt herself pushed upwards again, up into the yawning gap in the duct, into the darkness of the air vent.

It was quite wide inside, more than wide enough for her. The tentacles withdrew behind her and splayed out. Now she hovered in the middle of the duct, suspended in midair, tentacles stretching out on every side like the strands of a spider’s web. She could feel them pressing into the metal like fingertips. Her fingertips? No, no, those were on the tips of her hands where they belonged. She wiggled them just to check. Then she tried to wiggle the tentacles the same way.

Nothing. They did not obey her, whatever they were. Whoever they were.

_They are mine. Ours. I will bring us to safety._

“Who are you?” Caroline asked again. She found herself fixating on this simple question. Something else occupied her body, that much was clear now. Something that had saved her, that had killed three men in the span of a few seconds. Why? What did it want?

 _Safety. Grow. Combine. Assimilate._ The answers came not as words, but as images, almost impulses, flicker-fast against her brain. The voice itself was silent, as though concentrating. After a moment, Caroline lurched forward. The tentacles were propelling her down the duct, flicking to and fro like the legs of a centipede. They scurried through the tunnel and dragged Caroline with them.

Very quickly it became too dark to see, and a pair of the tentacles rose up in front of her, questing like fingers. She could not see them, but she could _feel_ them, the way she’d feel her own hands. Occasionally she felt a ghost sensation from one or the other, a sudden pressure, and the tentacles would change direction. They veered down one tunnel, around a corner, back up another, sometimes ascending or descending vertically, sometimes pausing as if to taste the air. The sound of sirens faded into the distance.

Gradually, Caroline felt herself slowing. Her breathing steadied. Once the immediate danger was gone, the adrenaline wore off, and she was left exhausted and breathing hard. She had seen so much in the last few minutes, had woken up from what felt like a coma but she knew was much worse. She hadn’t had time to get her bearings since then. As the tentacles carrying her slowed, though, she took a deep breath and tried to take stock of what she knew.

_Your name is Caroline. You are… how old are you? Let’s come back to that. You’re an engineer. You live with…_

Again, fragments of memory, of a face: smiling, happy, laughing. A woman’s face. Caroline felt a surge of affection and a deeper swell of heartbreak and fear.

_You live, anyways. In an apartment. You had a mission, didn’t you? You were curious about something. You wanted to help…_

That woman again. She was arguing with someone. She sounded furious. _She’s arguing with me,_ Caroline realized. _Why? Who is she?_

 _Enough for now._ This wasn’t her thought. It came from the invader, the intruder, the tentacled thing that had taken up residence in her mind. _You are distracting us. Be still. We will rebuild what you have lost, but it will take time._

 _What are you?_ Caroline thought again. _What’s happening to me?_

She hadn’t really expected a reply, but one came anyways. _We are… not yet,_ the voice said. No, that wasn’t quite right. _Naught_ yet, it had said.

_We are halfway-wrought. Here, we have found safety. It is time to finish becoming._

Caroline felt herself sinking, lowering gently to the floor of the duct. She came to rest against cold metal. Goosebumps raced up her spine and the hair on her arms stood on end. She shivered. Where the metal caps on the truncated thighs hit the floor, they let out a metallic _ting_ that set her teeth on edge.

Before she had the chance to pick herself up, though, the tentacles exploded into motion. Caroline still couldn’t see them, but she could feel them whipping through the air around her, wrapping over and over themselves in fractally complex helix patterns. They encircled her in a matter of seconds.

She tried to scream, but paralysis overtook her. She could not move a muscle, could not even twitch an eyelid. All around her, pink flesh pressed in, squeezing the breath from her lungs, the thoughts from her mind. She had only a moment to be afraid, and then the darkness was behind her eyes too, and she fell into it.

She awoke for the third time in a strange new place. At this point, it was no more than she expected. How many years had she been XK-005, never leaving her little stall? Caroline could barely remember those days, like the vestiges of someone else’s bad dream. When she thought about it, about living like that, her mind recoiled in horror. But even though it had been no more than a few hours ago, even those diffuse sense-memories were fading.

She’d already woken up today in a sterile laboratory and a swirling colorscape. Compared to those, her current surroundings were a bit of a letdown. She stood in the middle of a field of flowers, gently waving blossoms that extended in every direction as far as the eye could see. Clouds hung low overhead, and the light had a curiously dull quality, as though filtered through layers of gauze. The air prickled with tension. She kept half-expecting to hear a growl of distant thunder, but the only sound was the susurrus of a gentle breeze through thousands of long stems. Red and orange and blue and pale, coraline pink, they waved to and fro, filling the air with sweetness. All of the colors had a curiously muted and washed-out quality, like pictures behind smudgy glass. Caroline stood and stared, taking it all in.

She _stood_. She looked down in astonishment. She was naked here, too, but whole, unblemished. Her hair cascaded down her back in a nut-brown waterfall. She bent and flexed her knees, felt the weight shift from foot to foot. Her toes dug into the ripe, damp earth. The feeling was so good she almost wept. The pains in her quim and her belly were already gone, too. She was _whole_.

And she was not alone. A figure approached, the flowers parting before it. Caroline squinted. The half-light hid color, made detail hard to resolve. Whoever or whatever was coming towards her—coming _for_ her—was human-sized, at least. Female, or female-shaped. About her height…

By the time the other woman was close enough to recognize, Caroline already knew her. The face that emerged from the gloom was as familiar as her own. It _was_ her own.

“Hello, Caroline,” said Caroline.

The Other-Caroline stopped about ten feet away. She was nude, too, but there was something curiously sexless about her, about the way she held herself, the angle of her head. She stood and stared at Caroline, her gaze devouring from head to toe. There was no hunger or lust in that gaze, just simple curiosity. _So this is what I look like,_ the gaze said. _Huh. Imagine that._

“Who are you?” Caroline asked. It felt like a strange question to ask herself, but this _wasn’t_ herself. She knew that much.

“Who are you?” the Other-Caroline replied. It was her voice, all right, but not her tone. There was something stilted in the way this Caroline spoke. She built her sentences word by word, like a tourist with a language dictionary.

“Nuh uh.” Caroline shook her head. “We’re not doing that. You’re not my shadow, you’re not my echo. Who are you? _What_ are you?”

“I am…” the Other-Caroline closed her eyes and inhaled, a rattling breath. Her face tensed. “It is… hard to… communicate. To another.” She opened her eyes again. “Easier to share thoughts than send them.”

“Do that, then,” Caroline said. She crossed her arms. “Do what you need to do. But explain.”

The Other-Caroline stared at her for a moment, then nodded. She took a deep breath and opened her mouth. When she spoke next, her words came with an echo that reverberated in Caroline’s bones. No, not quite an echo. An echo repeated the words you said; the rumbling, melodic tone that coursed beneath Other-Caroline’s voice repeated what she’d _meant_ , the deep and true thoughts that could only ever halfway turn into words.

“I am… something new.” _but old, stitched together from templates wrought long ago._ “They made me.” _made me up, dreamed me up, concocted and decanted._ “For you.” _for anyone who would have me, who could take me, anyone who could live with me and around me and in me._

“They? Who is they?” Caroline had the glimmerings of an idea, but only glimmerings.

“I don’t know. The same ones who we escaped. Who we killed.” _the smiths, the authors, the men and women in their white coats and black boots, the humans who left humanity behind so they could twist humanity out of shape._

“What are you, then?”

Other-Caroline’s face twisted into an agony of indecision. “A seed,” she said eventually, but the echoes that rose up alongside this one word threatened to drown it. _a seed, a plan, an infection, a parasite_ (this word brought with it a twist of anguish, as though the Other-Caroline was terribly insulted to be called so). _a sleeping beauty, a spy, a killer. an invisible friend._

“I still don’t understand,” Caroline replied, though she feared she was starting to. “Are you alive? Are you a living thing?”

“I am.” Other-Caroline nodded. “I live in you.” _physically yes, and mentally too, our minds entwine like ivy growing over ivy, like the flower and the bee, like the sperm and the egg joining to create something new and greater than either._

“You live in me.” Caroline thought about that for a moment. The thought should have revolted her. She remembered the tentacles sprouting out of her body, the way they had seemed a part of her and yet separate. They hadn’t obeyed her, but she’d felt through them, tasted through them. Just what _had_ happened to her, in those last moments of twilight before her mind returned?

“They put you in me. They… planted you.” Now she did shudder at the thought of so complete a violation.

“Yes.” And then, incredibly: “I’m sorry.” _to have come to this point, to have melded so completely and without asking, without warning, without the slow and tentative waltz that my DNA tells me i should want._

“You’re sorry?” Caroline let out a sharp little bark of incredulous laughter. “You’re _sorry!_ About what part, exactly? About strapping me down to a table? About carving off my legs? About stealing my mind? About shoving things up inside me, and sprouting tentacles? What else are you _sorry_ for?” All around her, the wind whipped the nearest flowers up into a frenzy. Their petals flushed an angry red.

“I have only been alive for a day, Caroline,” said Other-Caroline, and the echoes that accompanied that pronouncement were not words at all. Raw, inchoate emotions washed over Caroline, strong enough to stagger her. Curiosity. Fright. The eagerness of a freshly woken child, and that child’s horror at waking with blood already dripping from her hands.

Her shape was changing, too, softening at the edges. Flesh ran like wax. Here and there she seemed to be seizing a stronger grip on herself, but even as one part of her form reknitted itself, another slumped. Caroline watched, hypnotized. The woman amidst the flowers barely looked like her at all anymore. And all at once, standing naked in a place that was nowhere, Caroline felt pity.

“What is your name?” she asked. The Other-Caroline, the melting woman, looked up in surprise.

“I have none.” _no name, no designation. i am not first, not last. no mother to rock me to sleep, no father to hold my hand._

“Everyone has a name.” Caroline cast her eye around the field of flowers. She recognized none of the blooms; their shapes were alien, more like the _idea_ of flowers than actual flowers. Their colors shifted with the wind. The patch nearest Other-Caroline had flushed a deep purple. Caroline smiled.

“How about Lavender?”

Other-Caroline looked up at her, surprise written all over her sagging face. She mouthed the word to herself, then spoke it aloud.

“Lavender…”

 _lavender, lavender, lavender_ came the echoes. They reverberated, growing stronger. Something similar was happening to the woman, too. She stood up straighter, set her shoulders. Her flesh stopped drooping and roiling. It reconstituted itself, firming in places, smoothing out in others. Her face returned: not Caroline’s anymore, but not exactly different, either. Perhaps a sister. A twin, who had lived a different life that had worn different lines.

“Nice to meet you, Lavender.” Caroline stuck out a hand. Lavender looked at it as though she’d never seen such a thing before in her life, then crossed the space between them in a couple of strides and shook it. Her flesh felt shockingly warm against Caroline’s.

“You’re inside me, right, Lavender?” Caroline asked.

The other woman nodded. “I am part of you now. We are fused.”

“And if you were to leave…”

“I cannot.” Lavender shook her head. The echoes were gone, Caroline noticed that now. They were just talking. “I do not mean that I would die. I mean, I cannot. It is not possible anymore. There is no me separate from you.”

Caroline took this in stride. It was perhaps the third-most violating thing that had ever happened to her. After the day she’d had, it barely rated.

“We ought to learn to get along, then,” she said. “Since we’re roommates now, it seems.”

Lavender looked confused for a moment, then her face lit up. She laughed aloud, and Caroline joined her. She couldn’t remember the last time she’d laughed. Of course, she couldn’t remember much of her life beyond the past few hours, but she had the feeling that she hadn’t had much to laugh about in a long, long time.

“Where are we, Lavender?” Caroline asked.

Lavender gestured at the field with one arm. “Your mind created this place as a space for us to talk,” she said. “It’s a dream.”

“I know that much. I mean: where are we, really? The _real_ us. My body. You took us into the vents, remember?”

Lavender’s expression grew queasy. “I… I did. I spun a cocoon around us. You were hurt, and needed to heal. And I needed…” she swallowed hard.

Caroline could see the unease in the other woman’s face, but she could _feel_ it, too, guilt radiating off of her like steam. “What?” she asked. A cold ripple of unease uncurled in her gut. “What is happening? What did you do?”

“I… I do not know,” Lavender confessed. “There are… directions, written on my heart. In my genes. If I am a seed, I am sprouting. I am doing what I must do.”

“What are you doing?” Panic rose up inside Caroline, the panic from earlier, the sense of dislocation. “Lavender, what have you done to me? What’s happening?” The wind whipped more violently, roaring in her ears. The sky darkened. An ominous finger of lightning twitched in the distance, a moment before the low peal of thunder rolled across the hillside.

“I don’t know!” Lavender repeated. “I _became_. It is my purpose, to become. We have _become_. We sleep, and we change.”

An awful cold numbness was creeping up Caroline’s legs. It started at her feet and climbed, slowly but insistently, like a creeper vine strangling a stately old building. She looked down in horror. Her legs were disappearing. Not rotting, but vanishing, growing as thin and insubstantial as smoke. Her body sank down, down, past the blooming flowers, down towards the loamy earth. “No!” she cried, but the wind swallowed her voice. “No, no, no!”

“I’m sorry!” Lavender howled, barely audible over the roaring wind. “I’m sorry! It has to be this way! It has to!”

Caroline, for the fourth and last time that day, woke up.


	3. Lavender Hunts

**Summary for the Chapter:**

> The new composite being tests the limits of her capabilities

Memory was tricky, still. Caroline could snatch glimpses of her past life, like a child grabbing dandelion seeds out of the air, but they were brief and scanty things: frozen scenes, or brief snippets of conversation. Without context to knit them into the story of a life, they were just hints of what had once been.

The memory that came to her now was an old one. She was lying in bed, blankets pulled up to her chin, while somewhere in the darkness above her a voice read her a story. The voice was soothing, patient, and Caroline could feel her former self’s comfort and reassurance. The story was a little scary, but the voice wouldn’t let anything happen to her.

“No sooner had she bitten into the cake then she felt herself growing. Taller and taller, she grew, until she barely fit into the tiny little house.”

The memory faded, but the sensation remained. She was being squeezed at the flanks. She felt like that girl from the story, bursting the seams of the tiny house with each movement. She groaned and tried to roll over.

“What…?”

More recent memories asserted themselves. The woman, the other-her. Lavender. What had she said? “We sleep, and we change.” She was—they were—still in the air ducts. Before, the ducting had been cavernous, enough to swallow her. Now it was a tight fit. _I’ve changed_ , Caroline thought. _Into what?_

She willed herself forward. There was no other word for it. She had a half-formed idea, perhaps, that the tentacles would carry her. Instead, her body _surged_ forward. She threw up her hands in an unconscious gesture of protection, and something large and unseen _whooshed_ past her in the darkness. She came to a sudden halt, breathing hard. _What the hell?_

She slowly lowered her hands and blinked in the darkness. The ducts were pitch-black, but she realized to her astonishment that she could _see_. Not well—but she could make out a faint outline of the walls and the way the tunnel curved away ahead of her. The longer she stared, the more detail resolved. _My eyes are just adjusting to the dark_ , she told herself, knowing as she did that it was a lie.

It was very quiet in the tunnel. Caroline could feel her heart thudding in her ears. She realized, quite suddenly, that she was more frightened than she’d ever been. Even waking up on the table, restrained and in agony, she had been more confused and groggy than scared. Now, though, the very thought of looking down at herself filled her with primal terror.

It would not get any easier if she waited. She took a deep breath, and looked down.

Above the waist, her body looked much the same as it had before. Her pale skin had acquired a ruddy flush that she could even make out in the dimness of the tunnel. Her arms had reversed some of their atrophy, regained some of the muscle mass that buried memory told her she should have. Below the waist, though…

She’d gotten used to the stumps of her legs, but now even those had vanished. Where they had been, her body ballooned outward into a fleshy sac. Its surface was taut, ridged with muscle. It projected out behind Caroline and filled the tunnel. Her body merged at the base of her spine. Her butt was somewhere _inside_ the pod. Another memory surfaced, another story: the centaur of myth, half-man, half horse. This was no horse body, though. It was legless, hairless, smooth and rippling with muscle. Where Caroline’s body met the edge of the sac, a dozen fronds sprouted around her. _No, not fronds_ , she realized. _Tentacles_. They were thick, as big around as her waist, one side flat and the other rounded. The flat side of each tentacle was dotted with suction cups that pulsed like hungry mouths. They moved slightly on their own, but if she concentrated, she found that she could direct them. _Forward_ , she thought, and the bouquet of tentacles burst into motion. They contracted, then reached out and began to pull her along. It wasn’t quite like walking—the tentacles moved on their own, as though her brain was only sending suggestions. But she fell into a familiar strolling rhythm soon enough.

She could feel through the tentacles as well. The cold steel of the walls, the tiny bumps of rivets, the vibration of the ductwork as she made her way through it: all of these sensations passed along her new limbs up into her body.

 _A centaur_ , she thought again. _But not half-horse. What is this? Octopus? Squid?_ Neither was perfectly accurate, she knew, but it was the best analogy she could come up with. _Lavender, what have you done?_

Something moved in the fleshy pod that her body had become. A seam formed in the flesh and split wide, revealing an ovoid eye the size of a dinner plate. It looked up at her, and she was not at all surprised to see that the iris was a deep purple.

 _Caroline_. Lavender’s voice in her head sounded just the way it had in the dream-field. _I told you. We have become._

“Become what?” Caroline asked. “Lavender, what is all this? What are you?”

 _What are we?_ Lavender asked. _I am nothing without you. We are one, and we are together._

Caroline groped for words. The horror had faded, and in its place had arisen a strange fascination. “Why have you done this?”

_Would you rather have stayed how you were? Severed, mutilated? Helpless? Now we are strong. Now we can defend ourselves. Now we can escape._

“I wanted…” Caroline trailed off. What _had_ she wanted? To grow her legs back? To undo the horror of her life over the last who-knows-how-many years? As strange as this was, was it really worse than what had come before?

Lavender was right, at least in one sense: Caroline felt _strong_. She was taller than she’d been before, even before losing her legs. She could tell that at once. The tentacles obeyed her almost as readily as her old limbs had. She could sense the coiled ropes of muscle inside them. She had _energy_ , too. She could barely hold herself still.

“Now what?” she asked. She had had a thousand questions about her new form, but they seemed so unimportant now. Her curiosity dropped away, and in its place rose a familiar feeling:

_Hunger._

_Now?_ Lavender asked. Her tone was playful. _Now, we hunt._

Caroline barely heard. The hunger exploded into her brain, drowning her thoughts and overpowering her with need. It wasn’t just hunger, but _need_ , a combination of starvation and thirst and lust and a primal desire to dominate. She could feel the distant vibrations of human footsteps. She could taste their scent in the breeze that blew along the ductwork. The smell of them… it blew into her brain like smoke. Her mouth watered. She could feel things twitching inside the trailing fleshy pod of her body, new organs waking up and making their demands known.

She set off. She wasn’t sure where she was going and didn’t care. What was going on in her head could barely be termed thought at this point. She followed the scent through zigzagging metal tunnels until she saw light filtering up from below. Part of the floor here opened up into a grate. Caroline leaned down, intending to survey the room, but the first thing she saw took her breath away.

A woman sat in a metal socket cut in one wall. Most of a woman, anyways. She stared vacantly across the room with an empty smile on her ruddy pink face. Her arms vanished into the walls of the socket. Her legs were gone, capped mid-thigh by steel discs. A dozen intravenous lines dotted her upper arms and neck, and electrodes dotted her forehead. Wires like electronic dreadlocks cascaded down her scalp and back, mingling with her blonde hair. Her breasts were capped by sucking milkers, her stomach swollen and beaded with sweat. There was a number branded on her shoulder blade, a number Caroline couldn’t make out. It didn’t matter. She didn’t need to read the number to recognize another un-person.

But the _smell…_ the smell rising off her filled Caroline’s nostrils and overrode her last vestiges of self-control. It was the fresh smell of milk and eggs, along with a deeper, muskier scent that drove her mad with desire. She was barely away of her tentacles wrapping around the grate, wrenching the metal apart with a piercing squeal, and pulling her through the gap. She fell headlong into the room, landing with a heavy _splat_. A tiny part of her mind that had managed to keep a hold of its senses looked around at the gleaming countertops and the industrial grill and thought _kitchen_ , but the rest of her had eyes only for the truncated woman and could only think of _dinner_.

She crossed the distance between them in a flash. There was _another_ one, a dark-skinned and dark-haired woman with udders even larger and fuller than her neighbor’s. Caroline fell upon her first, reaching out with her hands to yank the milkers off. The woman’s teats spilled free, sputtering droplets of milk that sprayed across Caroline’s bare chest. She grabbed one of those teats in both hands, marveling at the softness of it, and lowered her head to suck. Milk, rich and thick and creamy, flowed down her throat. _More!_

She closed her eyes and suckled intensely, kneading the soft flesh of the woman’s breast with both hands. It was so pliant, her fingertips sank in to the first knuckle. The woman gurgled happily, and Caroline did not have to look up to see the expression of idiot joy on her face. She’d worn that expression herself often enough. The warm milk splashed against the back of her mouth and dripped down her chin, coating her chest. More milk squirted out of the dark-skinned woman’s other teat, spraying across Caroline’s own breasts and dripping down her chin. She pressed herself bodily against the woman, embracing her like a lover, their milk-slick bodies rubbing against each other. Caroline did not know how long it had been since she’d touched another person by choice. The feeling was heavenly: warmth, softness, the simple pleasure of human contact. She squeezed the other woman’s flank. The flow of milk began to slacken, so she switched teats. Her meal’s nipples stuck out like pinky fingertips and grazed Caroline’s lips when she moved. _More!_

Was that voice hers or Lavender’s? Did it matter? Was there even a difference? Caroline was dimly aware of motion in her lower body, the tentacles obeying someone else’s commands. They snaked up into the pink-skinned woman’s socket and caressed her, plucking the milkers off her breasts, pulling out the feeding tubes and bio-monitoring plugs. Two tentacles wrapped around her limbs and lifted her up out of her socket as gently as a mother lifting a baby. The woman let out a startled gasp and began to babble senselessly. Caroline ignored her, intent on her meal. Her stomach gurgled. She hadn’t eaten in _ages_.

The tentacles pulled the pink-skinned woman down, down, inexorably down. The stubs of her legs disappeared among the forest of waving tentacles. Caroline could feel it still, the cold hardness of her leg-caps irritating the soft flesh of Lavender’s body ( _her body? She still didn’t know how to think of it_ ). The woman was struggling now, obviously afraid, but tentacles wrapped around her and gave her a reassuring squeeze. She let out a whimper and went still. Caroline could feel through the tentacles questing over her body; it was distracting, like trying to feel through two sets of hands at the same time. Two? Try four, six, ten. Just how many tentacles did she ( _they_ ) have?

One slid up between her captive’s legs, and Caroline felt a spark of excitement dance up her spine. She was still hungry, and not just for food. She let it happen while she continued to drink the dark-skinned woman’s milk. If Lavender had needs she wanted to sate, then that was her business. They could both feed at once.

A thin tentacle, no thicker than Caroline’s dainty wrist, pressed against the pink-skinned woman’s pussy. Her body offered no resistance at all; she had been birthing clutches of eggs weekly for years, and any muscle tone she had once had had long vanished. She barely let out a sound as the tentacle slid up inside her, shoving her walls aside and questing deeper. Deeper… it plowed on, heedless of the woman’s squirming, until it reached her womb. Caroline could taste the eggs just ahead. She could taste Lavender’s frustration, too, at being thwarted this close to her goal. She didn’t just want the eggs—she wanted the _space_. She was going to make use of this incubator, and getting a nutritious meal in the bargain was just a bonus. It occurred to Caroline, somewhere in the back of her mind, that she should be horrified about this prospect. _This could have been you!_ shrieked that tiny part of her that had remained essentially Caroline. _You’re no worse than them!_

She ignored it. She was hungry, and hungry things had to feed.

The tentacle pressed forward, its tip flowering open. Little by little, it pushed its way through the barrier and into the larder. Its tip brushed against an egg and Caroline shuddered. She could taste it as completely as if it was resting on her tongue: the rich, thick yolk, the creamy white. She’d birthed enough eggs in her life but had never tasted one. Now, she understood.

So did Lavender. Her tentacle gripped one egg and _sucked_. The egg hung at the entrance to the woman’s womb for a moment, then popped free. The tentacle enfolded it and swallowed it whole. This one, at least, appeared to be a hollow tube. It pushed the egg along, insistent bands of muscle contracting rhythmically, and drew it inch by inch out of the pinned woman’s quim in a strange parody of birth. The woman had ceased to struggle; perhaps it was the feeling of the egg brushing against her inner walls, but she was cooing now in obvious pleasure. Her hands, no longer trapped in the walls of her socket, flexed and curled. She moaned and bucked her hips, fucking back against the tentacle that had impaled her through the baby-basket. Lavender pushed back against her, the tentacle thrusting in and out in time with the woman’s gyrations. Egg after egg slid down its length and disappeared into some organ within Caroline’s body-sac. She wasn’t sure where they were going, but she could feel them inside her, filling up some kind of secondary stomach. Her hunger finally began to fade.

As the last of the eggs plopped free, Lavender’s tentacle withdrew from the woman’s cunt, leaving it a stretched and gaping ruin. Caroline gasped at the feeling of it slipping free. She reared backwards, her lips popping off the dark-skinned woman’s udder. A little bit of milk dribbled unheeded down her chin. The woman cried out in surprise, but Caroline ignored her. _What now?_ she thought. For the first time since waking up again, she felt sated. _What do we do?_ She could still feel a _need_ thundering in her brain, but it was inchoate and hard to describe.

 _Now?_ This voice was unmistakably Lavender’s. She sounded pleased with herself. _Now, we help them become. Now, we breed._

Something about that word deeply unsettled Caroline, but the rush of emotion that came with it made her misgivings easy to ignore. Her face flushed with eagerness. _Yes_ , she thought, shivering with anticipation. _Yes, breed her, claim her,_ fuck _her_ , _make her ours, yes, yes…_

“What the _fuck_?”

The sound of another voice—a _human_ voice, speaking words with a human mouth, intended for human ears—shocked Caroline out of her reverie. She looked up to see a woman standing the kitchen doorway. She was tall, almost as tall as Caroline, and wore a blue uniform with brass buttons. A white apron hung from her midriff down past her knees. A few dark curls of hair peeked out around the corners of her flat-brimmed hat. Her face was pale, with a narrow nose and a sharp chin, and her eyes were dark and wide with shock. She carried some kind of tool in one hand, a metal wand set with numerous buttons.

The two of them stared at each other for a moment, human and once-human. Caroline reacted first. She surged forward, her meal forgotten. The pink-skinned woman fell to the floor and rolled away with a yelp. The woman in the blue uniform turned towards the door, her mouth forming an O of horror, and reached out with one arm. Was she reaching for an alarm? Grabbing for a weapon? Or was it merely reflex, reaching out for help that would not come? It didn’t matter. Caroline surged into her, bowling her over. A mass of lashing tentacles encircled the woman’s waist. Caroline herself leaned forward, wrapping her arms around the woman’s shoulders and pressing one palm against her mouth to muffle her screams. As she leaned in, she caught sight of one final detail: a patch sewn into the breast of the woman’s uniform. A name in cursive script. _Alice._

Caroline’s cheek pressed up against Alice’s. She could hear the woman’s shallow breaths, could feel her heart racing. One hand wrapped around the woman’s shoulders and pulled her close. The other held her mouth shut, fingers gripping her cheeks. Alice bucked and writhed, but she could not come close to matching Caroline’s newfound strength. Tears formed in the corners of her eyes. From the waist down, Alice was caught by muscular tentacles, and Caroline could feel them moving on their own. They tugged at the woman’s clothes and hooked around her boot laces and belt loops.

Caroline let her instinct guide her. A thin tendril, no thicker than a pencil, peeked up over her shoulder. Its tip glistened needle-sharp, and it jabbed forward, stabbing into the side of Alice’s neck. She stiffened and went limp in Caroline’s arms. She was still awake, Caroline could sense that much, but all of the fight had gone out of her. Something wet brushed Caroline’s palm, and she jerked it back. Alice’s mouth was moving soundlessly, her tongue sliding along her lips. She looked up at Caroline with beckoning, heavy-lidded eyes. She didn’t speak, but the message came across all the same.

Caroline kissed her. It seemed the most natural thing in the world. She lowered her mouth, locked her lips against Alice’s, and let her tongue slip into the other woman’s mouth. Warmth radiated up off of her, and a sweet taste that filled Caroline’s mouth and dripped off her tongue. Alice sighed and kissed back, her own tongue meeting Caroline’s and intertwining. Somewhere far below, the tentacles were busy, and Caroline could feel her new flesh pressing up against Alice’s bare skin in multiple places. She gathered the woman in a close embrace and broke the kiss long enough to nuzzle at her neck. A drop of blood welled up from where the needle had gone in, and Caroline lapped it up. Her arms quested up and down Alice’s body. Her uniform was gone, either shredded or removed by tentacles, and her skin was smooth and warm. She moaned, and Caroline silenced her with another kiss.

She was sinking. She could feel it happening, could feel herself withdrawing into her new pod-body. There was no fear involved; it felt perfectly natural. Her only concern was that she not lose her grip on Alice. The other woman was holding her as well, and they sank together, wrapped in each other’s arms. A wall of reddish-pink flesh rose up around them and hid the kitchen from view. It pressed in all around like a swaddling blanket, warm and soft and _safe_. Naked, Alice was thinner than Caroline had thought, with small breasts and a neat delta of curly dark hair thatching her sex. She reached up with the fingers of one hand—dainty fingers, almost like pianist’s fingers—and caressed Caroline’s chin as the last bit of the kitchen vanished from sight.

They lay there for a moment, perfectly still, their bodies perfectly intertwined. Each of them occupied the space the other didn’t, and they fit together as neatly as puzzle pieces. Caroline could feel Alice’s quim against her thigh, the ticklish roughness of her hair, the softness of her coraline labia, the wet warmth of her kissable nether lips. To her surprise, she could feel Alice’s thigh pressing up against her _own_ vagina. _I thought I’d lost you,_ she thought, _but here you were the whole time, inside me._ She was… inside herself? Inside Lavender? Was there a distinction?

Did it matter? No. No, it did not. Here she was, wrapped up in soft warmth, with a beautiful woman in her arms. This, too, was reminiscent of something from her past life, but she was too eager to sift through memories now. She knew what she wanted to do. Their bodies were pressed together so tightly, but she managed to work one arm downward an inch at a time, fingertips grazing over Alice’s flat stomach. Alice giggled at the touch and leaned forward for another kiss, and Caroline obliged her. Her fingertips reached Alice’s pussy and she began to knead.

Gently at first, probing here, pushing there, seeing how the other woman’s body responded to her. Alice’s clitoris was a stiff little bead, and Caroline focused her attentions there, coaxing it out of its hood with repetitive little motions of her fingers. The pad of her thumb brushed it and Alice shivered. She was letting out little moans now, tiny music that filled Caroline’s ears. She let the music be her guide. Where Alice moaned, Caroline directed her attention; when the other woman stopped to catch her breath, Caroline slowed down. She conducted Alice like an orchestra, making use of every instrument. Her free hand rolled one of Alice’s nipples between its fingers. She slid one finger between the other woman’s cuntlips and massaged her from the inside, stroking her velvety walls. Alice pressed her body tightly against Caroline’s and showered her with kisses: her neck, her cheek, her shoulderblade.

Warm flesh surrounded them, as though they had returned to a primordial womb. Caroline reached out with her mind and the pressure against them shifted, waves of peristalsis pushing them together and twisting them around each other. Slowly, their bodies counter-rotated like interlocking gears. Alice’s head disappeared and her legs rose up in front of Caroline’s vision. And there it was: her pussy, a beautiful pink flower, blooming now from Caroline’s careful ministrations. She gently tugged the other woman’s thighs apart and lowered her mouth to the pink furrow before her. At the same time, she felt something firm and wet press against her own cleft.

Alice bent to her task with eager abandon. Her tongue traced its way along Caroline’s lips, going up one side and down the other before probing at her hooded clit. Caroline sighed and let herself melt. Was this familiar? Had she felt this way before, a lover’s tender tongue massaging her most sensitive places while she returned the favor? Perhaps. Perhaps. She let herself go, abandoning any rational thought in favor of pure sensation. She could feel Lavender’s need, too, surging over and around hers. Her passenger, or parasite, or whatever she was, was enjoying herself immensely as well. _Breed her_ , Lavender insisted. _Breed her. Claim her. Make her ours._

It was all too much for Caroline. Her eyes rolled back into her head. An urgent climax tore through her, electrifying her limbs and setting her heart on fire. She cried out, her voice muffled by Alice’s warm cunt. Her body bucked to and fro, grinding her pussy against Alice’s face, heedless of the other woman’s desperate gasps for air. The pleasure was intense, so intense, far more than she’d ever felt before. It came in waves, each greater than the last. Lavender was feeling it as well, and Caroline caught the echo of Lavender’s sensations, just as she was sure Lavender picked up her own. The two of them mirrored each other, moving in perfect sync.

Afterwards, Caroline lay there dazed for a moment. Alice, too, had been overcome; she lay there, eyes closed, chest rising and falling slightly. They were still pressed together, skin to skin. The walls of the pod had retreated, leaving some space around them. With more space to look around, Caroline could see that she was somehow growing _out_ of the wall, sprouting like a woman-shaped flower. It was bizarre, but it seemed so perfectly natural to her and she didn’t blink at the thought.

 _Now,_ Lavender thought. It was more of a pure expression of will than a word. _Now, take her, now, do it, now, claim her…_

Caroline wanted to. She wanted to do more than anything. She could no more defy the instincts screaming in her brain than water could flow uphill. She flexed a muscle somewhere deep inside her, and a half-dozen tentacles slithered out from the fleshy walls of the pod. These were about as thick around as her thumb. Two of them grabbed Alice’s wrists and pinned them to her sides, while two more wrapped around her knees and spread her legs. Another grabbed her by the neck. These five pulled taut, trapping Alice against the far wall of the pod. She looked down in disbelief.

“Wha-?” she began, the first word she’d spoken since being pulled inside Lavender’s body. “What are- GLMPH!”

A tentacle slid into her mouth and down her throat. Alice went suddenly cross-eyed and threw her head back and forth. To no avail—Caroline could see the bulge in the woman’s throat as the tentacle pressed down into her stomach. It flexed, and Caroline could feel some fluid being pumped through it. Alice’s eyes rolled back into her head and she went limp.

Something was happening inside Caroline’s torso. She could feel a gurgling in her gut, a strange stretching feeling in her pelvis. Her pussy lips parted slightly and an ovipositor slid out: a fleshy cylinder with a bulbous tip, about eight inches long and the width of her wrist. With it came a half dozen thinner tendrils. These lashed furiously to and fro for a moment before arrowing towards the pinned Alice. They converged on her pussy, three on each side. Their ends curled around her nether lips and tugged them aside, spreading her open as wide as possible. Caroline watched, hypnotized, as the other woman’s pussy opened before her. _Take it,_ Lavender said in her head. _Claim it. Make it yours._

Caroline did. She swept forward on a tide of flesh and seized Alice in both hands. The thick tentacle growing from her pussy stiffened and thrust itself forward, burrowing into Alice’s cunt. Caroline grunted with effort and slammed her hips forward. She fucked deeper into the other woman, seeking her core. _Yes,_ Lavender thought, _yes, just like that! Deeper!_

Caroline let out a growl of triumph. She could feel her ovipositor growing, more and more of it emerging from her body and passing directly into the other woman’s. She thrust herself forward, shoving it deeper, as deep as it would go. Alice’s womb resisted her for only a moment. Caroline shoved herself inside, planted her tip as deep as it would go, and shuddered as a full-body orgasm swept over her. _It’s time_ , she thought, and in response to that command her eggs began to move.

They were small, no bigger than golf balls, carried along on a wave of slick fluids. She could feel them moving, pumping out of her and into the trapped Alice. Caroline held her close, listening to her grunts and groans as her battered pussy was stuffed to the brim. Caroline’s eggs—no, Lavender’s—no, they were Caroline’s after all, they were _hers_ , her _children_ —colonized Alice’s body. Her stomach rose like bread baking as egg after egg deposited into her womb. Occasionally, Caroline would squeeze out a dollop of sticky fluid. She could sense that it would serve to anchor the eggs to Alice’s walls, to cushion them against each other, and to nourish them as they grew. She came twice more during the implantation process. The sensation of eggs sliding along her ovipositor was impossibly pleasurable. She thought Alice came too, perhaps, but it was hard to tell; the woman grunted and moaned occasionally, but the tube down her throat muffled her voice, and whatever it had injected her with had rendered her almost catatonic. Occasionally, a spurt of fluid would escape the seal her cunt made around the impaling rod, spattering Caroline with juice.

After what seemed like hours, Caroline felt the last egg leaving her body. She wilted, completely drained by the ordeal. As she fell away from Alice her softening ovipositor slid out of the other woman’s pussy. With it came a veritable torrent of clear fluid. The wash tapered to a trickle, leaking out from between the trapped woman’s blown-out, sagging cuntlips. Alice’s stomach seemed impossibly bloated, as though she were nine months pregnant and about to give birth to triplets or even more. Dark veins stood out under the skin, and the swell of her belly was slick with unmentionable fluids.

 _Yesssssss_ , Lavender thought, and Caroline shared her satisfaction. There was something primally beautiful about their prize, a woman swollen like a fertility idol, her belly gravid with their spawn. Caroline had to possess her.

As if in response to her need, the flesh of the chamber wall shifted. Just beneath the point where Caroline fused into the wall, inches from her still-aching quim, a sphincter irised open. Beyond, Caroline could see glimpses of pale flesh. Another inner room, apparently. Obeying her half-thought impulses, the tentacles holding Alice in place lifted her away from the wall and towards this gap. They fed her in feet first, and Caroline gasped. She could see the woman disappearing into the hole, but she could _feel_ her, too. This was _her_ body, after all, and she could feel the succulent morsel inside. Bit by bit, Alice vanished into the sucking mouth in the wall. It pressed against her legs, slurping hungrily at her bare skin, expanding around her enormous stomach. Last to vanish was her head. The two women locked eyes. Alice had a serene expression on her face, as though she knew what was happening to her and accepted it. She let out a soft sigh as the warm flesh enveloped her. She vanished, and the opening squeezed itself shut again.

Caroline could still sense her, though she could not have said how. Exhaustion was threatening to overwhelm her. She was dimly aware of tight fleshy walls pressing in around Alice, restraining her, blinding and deafening her. More tentacles writhed towards her, sliding up her nose, up her anus, plugging up her defiled pussy. Caroline’s vision began to grey out. As the darkness rose up around her, she lowered one arm towards her pussy and began to feebly stroke herself. _I did it_ , she thought with fierce pride. _I claimed her. I bred her._

 _You did,_ Lavender thought back at her. The thought was wrapped in satisfaction and barbed with smugness. _Sleep now, Caroline. I will begin to build._


	4. Alice Assimilated

**Summary for the Chapter:**

> Alice woke up this morning as the cook in a top-secret research facility. Now, she is somewhat less than that... and much, much more.

Alice dreamed she was awake, suspended in a nightmare and craving sleep.

She was blind. Warm pinkness surrounded her, empty of all detail except a persistent haze. As if to compensate, though, her other senses were all heightened. A steady liquid _slosh, slosh_ filled her ears, a steady churning sound like an industrial washer. Her nose and mouth were full of an alien liquor that sizzled on her tongue and enraptured her brain. And her nerves… they sizzled, too, screaming out for attention. Every sensation felt intense. The faintest touches against her exposed back or tightly-curled toes left her gasping and breathless.

The chaotic stew of sensory impressions obeyed no order Alice could discern. They all barraged her brain at once, each demanding her full attention. Her ears insisted that she hear the tidal sloshing with the same force that her feet demanded she record every errant touch. Her brain, feverish and overworked, could do neither. She was still trying to process what she had seen.

It had happened so _fast._ Memory was difficult—the images fractured and melded into each other as she tried to recall them—but she knew she had been heading to the kitchen, to check on the _commodified human assets_. She’d been planning dinner, she knew that much. She’d opened the door, and there in the kitchen she’d seen…

She’d seen…

A woman? Maybe. She had impressions of a woman close-up. _Very_ close-up—she shivered at the intimacy of the memory. But if the intruder in the kitchen had been a woman, where was she now? And what was happening to her?

Something like a soft, wet flower covered her face. It had bloomed in front of her, she remembered that much, and fastened itself to her with powerful suction. Once attached, it had sprouted little vines that even now snaked up her nose and down her throat. The thought sent a shiver of panic up her spine, but even that was curiously blunted. Her mind drifted in a sea of euphoria, and while she could recognize her own fear and panic, they looked like distant vessels adrift under their own flags.

Paradoxically, her heightened sensitivity made it impossible for her to feel with any precision. Her entire body burned with the intensity of sensation, the prickling of her fingertips as ferocious as the pressure in her throat. Still, she could separate out individual sensations if she tried. Something long and slender and firm snaked up her naked thigh and buried itself in her quim. Another object (here Alice’s brain filled in the world “tentacle,” and an image formed in her mind’s eye) pushed into her anus and lodged in her lower intestine.

She felt _opened_ , as though the essential barrier separating the tiny part of the universe called Alice from the rest of it had been breached. There was no longer a meaningful difference between Alice and the world around her, no distinction between Inside and Outside. She floated in a sea of sensation, and the barrier between herself and the sea had frayed into nothingness.

 _You are ready_ , thought someone else into her brain.

The directness of it shocked her out of her torpor. The voice in her head was not her own, was not even pretending to be her own. The last barrier had been crossed. She had thought that even in the face of such total violation, she might be sacrosanct in the fortress of her own mind, but this voice was proving how feeble her defenses really were.

 _Relax_ , the voice instructed. _Breathe. Become._

 _Become what?_ Alice thought. With the flower over her face, this was the only communication she could even attempt. _Who are you?_

 _Become_ , the voice repeated. _Become with us. Surrender and be reknit._

Alice tried to resist. Really, she did. She wanted to push back, to cry out in her own mind _no, no, go away. Stay away! Stay out of my head! Leave me alone!_

But she was tired, and sore, and her thoughts fragmented. No sooner did she form a kernel of resistance than a new tide of sensation rose up and swept it away. Sharp pin-points of pain erupted against her skin: on her belly, her breasts, her loins. She cried out and surrendered.

Lavender had no mouth of her own, but if she had, it would be salivating now. Concepts such as “anticipation” were meaningless to one who had never anticipated, but she had a strong sensation of yearning. She knew, threaded into her genes, that _what was coming_ was right, it was correct. This feeling—the knowledge of what was to come, and the strong desire to enact it—was new, and intensely pleasurable, and she allowed herself to savor the sensation.

The new flesh ( _Alice_ ) stretched out before her, blank and unwrought. Lavender surveyed her canvas and found it ready. Alice’s body was lush, padded with fat in the appropriate places, strung with muscle, plump and curved in a way that tickled at Lavender’s borrowed memories. Caroline had done something with this woman, enjoyed some communion, planted her own eggs. Lavender had watched patiently and reveled in the shared sensation. Now it was her turn.

A dozen of her tendrils threaded themselves into Alice’s body, their needle tips sliding into her flesh with infinite delicacy. They sampled her cells, tasted her genome, and relayed that information to the biological factories that lined Lavender’s body. These factories churned into action. They crafted chains of peptides and folding proteins _just so_. Their creations were meant for Alice alone, living keys that shaped themselves to her body’s locks. They coursed through the tendrils and pumped into Alice’s veins, swirling through her system like dancers. Wherever they touch her, she _changed_.

Some of these changes were subtle, making her body a more hospitable place for Lavender’s spawn. The pH of her blood shifted like so, the beat of her heart shifting imperceptibly in tempo. Cells which had grown lazy from years of repetition kicked into overdrive, dividing and subdividing to create new structures. Her womb, already filled with Lavender’s eggs, flooded with nutrients and phospholipids.

Other changes were more visible. Her breasts expanded, her nipples growing wider and darker. Faint dribbles of off-white fluid leaked from their tips. Alice gasped; she could not see what was happening to her, and the changes wrought on her body were coming faster than her brain’s ability to process them, but the pleasure in her sigh was unmistakable. Her pussy clenched and spasmed around the tentacle penetrating it, and she let out a wordless sigh of bliss. Lavender ignored her, though she noted with interest that a faint echo of Alice’s pleasure was coming back to her along the artificial synapses that connected them. Already, she was becoming.

She still had her own mind, though, and compared to Caroline’s her thoughts were frustratingly opaque. Lavender could see the shape of them, like great sea creatures moving beneath the surface: vast, shimmering shadows passing by on unknowable errands. Only when Alice was thinking directly at her could Lavender pick up her meaning with any clarity. This was frustrating, and it would not do. As long as Alice was _other_ , she could not truly become. She could not perform such a vital task as Caroline had entrusted her with.

Lavender had a solution for that, too. But first, she had more work to do. Caroline had learned her new capabilities quickly, and she was admirably eager, but she had stopped after depositing eggs in Alice’s womb. That would not do at all, not when the woman had so much free space left.

Lavender’s body gurgled as she reconfigured herself. The tentacle that snaked down Alice’s throat stiffened, widened, the muscle fibers clenching as they flooded with new orders. The flow of nutrient paste slackened and dried up. In its place, the tentacle began to ripple with peristalsis. Lavender had more eggs left, after all, and she knew just the place for them.

Alice’s eyes shot open as the first egg slid past her lips. Lavender felt her shock, too, echo back along their connection. It was muted, but undeniable all the same. Alice had lapsed into a sort of contented trance, but the sudden sensation of her mouth filling up seemed to have roused her. She thrashed weakly in Lavender’s grip, and the shape of her thoughts turned frantic. Anxiety frothed the surface, with panic and terror beneath.

Lavender relished these sensations. They were new to her, as everything was, but something deep in her mind took a predatory joy in her prey’s panic. Alice was helpless, at her mercy, and now they both knew it. There were other feelings mixed in—some tasted like Caroline, and were threaded with worry and sympathy for the trapped woman. Lavender made no attempt to shut these out, either. She was experiencing all of this for the first time, and she was determined to feel everything there was to feel.

Still, her body had its own reactions on the level of instinct. As Alice’s panic rose, Lavender altered the mix flowing into her body. The chamber flooded with synthetic hormones, all designed for one thing. Beneath her touch, she felt Alice’s struggles weakening. The panic crossing back over the link between them softened, weakened, became threaded with strands of ecstasy. Alice sighed and relaxed.

One at a time, the eggs descended into her stomach. Alice’s womb was already bloated by the load of eggs that Caroline had deposited, and so her physical transformation was less dramatic than before. The alterations Lavender had been making were already taking effect, and her stomach swelled far beyond its ordinary capacity. The expanding shelf of her gut pushed on her swollen breasts, lifting them up towards her head and squeezing out more fat droplets of fluid. Alice gurgled happily as she filled up. Just as her thoughts were echoing back into Lavender’s head, the connection ran the other way. Lavender knew on an instinctive level that it was _good_ that Alice was filling up so well, it was _good_ to have an incubator for her eggs, and so now Alice knew it as well.

There was one last step to complete before Alice could be allowed to rest. As one tentacle withdrew from her stomach, another one snaked around her neck. This one rested at the base of Alice’s skull for a moment before extruding a long, thin spine. Slowly, gently, with infinite patience, the spine slid up into the back of Alice’s head.

The egg it deposited was tiny, no larger than a grain of sand. When it withdrew, it left not even a drop of blood to mark its passage. But the egg anchored itself with microscopic filaments to the folds and crannies of Alice’s brain. In time, it would provide the guidance that Lavender herself could not. It would ensure total loyalty and total commitment to the hive.

 _Now_ Lavender was done. She withdrew her tendrils, leaving only the ones feeding oxygen into Alice’s lungs. Soon enough, even this would no longer be necessary, as Alice finished the _becoming_. For now, though, she would rest, and Lavender would feed.

***

Alice’s memory had proved useful. The kitchen was full of prepared food, not just the raw output of the two women Lavender had rescued from their alcoves. They both lay against the wall, dazed and insensate from their ordeals and their sudden freedom. Lavender had plans for both of them, but she needed to feed first. She had used up a surprising amount of energy preparing Alice. If this was how much work it was going to be every time, she had a long road ahead of her. And with Caroline still quiescent (Lavender could feel her inside, resting and recuperating; she could rouse her, but Caroline would need her energy for later), it fell to Lavender to refuel. She gorged herself on nutrient packs, tearing them open with two tentacles and squeezing them directly into her maw. It felt strange, putting things directly into her body from the outside world, but a quick glance at Caroline’s memories reassured her that it was a normal thing that most humans did all the time. So Lavender suppressed the feelings of strangeness.

After fifteen minutes of near-constant eating, Lavender paused to assess. For the first time since she had woken up she did not feel ravenous. She gauged that that was a fine time to stop. She had plenty of work to do, and she understood that she was lucky to have gone undetected for so long. _Avoid notice_ was an imperative buried in the roots of her mind, alongside _overpower resistance_ and _assimilate_ , so she moved with instinctive stealth. Alice’s memories had been helpful here, too; Lavender could see in her mind’s eye a secret space, hidden from casual observation but with plenty of room to grow. The _dry storeroom_ , Alice called it, and so Lavender took her prizes there.

The _dry storeroom_ turned out to be a room off of the main kitchen. The front half was thickly forested with metal shelving, but there was space behind it cluttered with boxes and sacks. A pile of these hid a secondary hatch that led into a disused chamber the size of the air duct junction. Alice had been aware of this room, but did not know of any purpose for it; so far as she could tell, it was just a pocket of the base with no real function. Lavender knew to be on the lookout for such things. It would be perfect for what she had in mind. She dragged both of the unconscious food-making-women in here (Alice’s memories called them _commodified human assets_ , but associated with those words were intense feelings of shame and guilt that repelled Lavender) and sealed the door behind them.

Her body’s factories had been busy. The nutrient paste from the kitchen was digested, rendered down, and processed—not into the impossibly complex biological keys of becoming, but into the more utilitarian hive-paste. Where Lavender dragged her body, she left behind a trail of slime, which began to solidify almost at once. She heaped it with her tentacles, smoothing it out and flattening it against the walls. Unbidden, another memory rose up: a girl, tiny, sitting on an expanse of sand (the word _beach_ floated up and presented itself) next to pounding surf. She was giggling, heaping up sand into crude towers and battlements.

Was this Alice’s memory or Caroline’s? Lavender couldn’t tell.

It was a happy memory, nonetheless, so she seized on it. Her body secreted the hive-paste and she mounded it up into shape. Even after it hardened it had the consistency of tough, rugose flesh. It was not exactly alive, but it aped life, with its own circulation and muscle fibers beneath. Lavender made sure to leave scooped-out niches in the material, shelves on which to place her trophies. Once her body had recovered sufficiently, she had two more wombs to fill with eggs. With three breeders, she would soon be able to begin the next phase of her mission.

 _Mission_. She stumbled on the word. That was part of her, yes? The mission? The knowledge was etched on her soul: she would awaken with a mission and faithfully seek to carry it out, even unto death. Yet where that mission should be was a void. Nothing had been written. Did _Caroline_ have a mission? And if so, did Lavender have to follow it?

No easy answers there, and Caroline was not around to ask right now. She would ask later. For now, her instincts guided her. Retreat. Fortify. Absorb. Breed.

The other-women were ready, but Lavender hesitated. She had thought she’d eaten enough, but the act of preparing her nest had left her feeling drained again. If she was going to prepare one more breeder, let alone two, she needed more raw materials. She turned back towards the kitchen and squished through the narrow door between her nest and the main storeroom.

In the kitchen, it occurred to her that she was not being particularly stealthy. Her nest was well-hidden, but anyone entering this room would know something was wrong. Torn ration packs littered the floor, a platoon’s worth. Along with the spilled milk and broken bits of eggshell from her earlier meal, any passerby would immediately realize something was wrong. Lavender paused, torn between her hunger and her desire for secrecy. She dearly wished Caroline was awake. She could function alone on instinct, but she was not meant to be without her other-self for long. Caroline was a guide and an anchor for Lavender’s thoughts. Without her, Lavender kept slipping, acting first and thinking only later if at all.

A noise caught her attention. Footsteps, in the hall. With a speed that owed nothing to conscious thought, Lavender darted into an empty storage freezer. She’d cleared this one out during her earlier binge, and there was plenty of room for her, prisoner and all. The cold was uncomfortable, but she wouldn’t be in here long.

The footsteps paused at the entrance to the room, and Lavender heard a woman sigh. She said something in an unfamiliar language, but the sound of weary complaint was universal. There was a moment of silence, and then the footsteps drew closer.

Lavender waited until the newcomer was almost upon her, then boiled up out of the freezer in a sudden surge. She caught a glimpse of the intruder: another woman, slightly shorter and stouter than Alice had been, with wide hips and heavy breasts. The woman carried a half-full plastic bag filled with ration pack wrappers. Her eyes widened and she opened her mouth to scream, but before she could, Lavender bowled her over.

_ Cleaner _ , said part of her mind, a freshly digested memory that tasted of Alice. Lavender didn’t care. A much deeper and more primal part of her screamed  _ womb _ and it was that voice that she listened to right now. Torn between her desire for secrecy, her urge to breed, and the confusing web of wants and fears that Caroline was sending her, Lavender defaulted to her instincts. They had kept her alive thus far.

It was a little harder without Caroline, but Lavender’s biological systems had numerous redundant fallbacks. In a pinch, she was designed to operate without a host, at least for limited periods. Her primary tentacles wrapped up the fallen cleaner and shredded her clothing in messy strips. No more thought for stealth—she simply had to get access to the pink heat between the woman’s legs as quickly as possible. Still, she made sure to scatter the greatest share of the debris in the area beneath the air duct where she’d first made entry. The grate still dangled loose from the ceiling, and Lavender made sure to smear its edges with slime. With luck, any trackers who recognized her mess in the kitchen would assume she’d retreated the way she came in. 

She was programmed to know how they might think. Outsmarting them was part of her purpose, too.

Instead, she retreated into the storeroom (the hive, as she already thought of it, and part of her brain flooded with endorphins at the thought… it felt safe and right, like coming home). The cleaner was semi-conscious now, overcome both by terror and by the paralytics Lavender’s nematocysts had injected. Livid red welts dotted her breasts and spine, marking the injection sites. These were far cruder than the chemicals even now swimming through Alice’s system, but they would do.

Lavender laid the cleaner-woman down flat on the floor of her hive and regarded her for a moment. Without Caroline, her senses were limited in their ability to resolve fine detail, but she thought this woman seemed suitable. She was well-padded, plushly upholstered around the bottom and thighs and breasts. Her skin was a rich caramel, her hair wavy and black. Her eyelids fluttered and her lips moved soundlessly. Lavender could not understand the words coming out of her mouth and did not try to. Humans often spoke meaningless syllables when they were afraid or in ecstasy or drugged, and right now this woman was all three.

Instead Lavender focused on her task. Her external ovipositor slid out of its pouch and quivered with anticipation. Hers was cruder than Caroline’s, meant only as a backup, but it would serve. The cleaner-woman lay spread-eagled on her back, her arms and legs pinned by Lavender’s tentacles. She was starting to regain consciousness, despite the injections. She was tougher than she looked, apparently, more resilient. Good. Her spawn would be strong. 

Ignoring the woman’s weak thrashing, Lavender turned her attention to her pussy. Its mound was thatched with a small thicket of curly black hair. The lips beneath were soft, though, as soft as Alice’s had been. Lavender traced a tentacle along the woman’s folds, noting as she did the way her prey quavered. She quested between them, tasted the sweetness in there, the notes of fear-sweat layered atop it. The cleaner-woman was dryer than Alice had been, though perhaps that was only because Lavender was forced to breed her externally. 

She made do. Her ovipositor came to rest against the woman’s lower belly. It drooled a thick stream of slime, and Lavender deployed two tentacles to massage it into her prey’s skin. Soon her mound was soaked, the hair matted against the skin, and wetness dripped down between her folds. The woman stifled a moan, and Lavender knew she was ready. She took her time lining up her ovipositor by touch. Caroline was better at this part—it was, in a sense, what she was for—but Lavender had observed her at work last time, and knew enough. She thrust forward and was rewarded by a wet  _ shlurp  _ as six inches of meat disappeared into the cleaner-woman’s cleft.

Lavender withdrew slightly, adjusted her position, slid back in. The woman’s tight walls squeezed at her ovipositor, seemingly trying to push it out and draw it deeper, all at once. Ripples of muscular tension rolled back and forth along her channel. She sighed and squeezed, and her expression changed, her lips softening into a half-smile. Lavender felt curiously blinded: the woman’s thoughts were opaque to her, and she was receiving no emotive feedback along her thalamic channels. Interpreting a human’s emotions merely from their sounds and facial expressions felt impossibly complex, like trying to build an unfamiliar device with unfamiliar tools, using directions in an unfamiliar language. Lavender tried anyways. Was the woman… content? Did this feel good for her?

Lavender hoped so. The breeding process worked more smoothly when the breeder felt pleasure from it. Lavender essayed a few half-hearted thrusts and paused to gauge her partner’s reaction. The cleaning-woman twisted to and fro, but made no attempt to pull herself off the impaling rod, even though it was by now so deep that the skin of her lower belly bulged with its thickness. Lavender withdrew partially, watching the bulge shrink, and the woman let out a little mewling cry. Experimentally, she thrust back again, and the cries became fervent moans.

In, out. In, out. Lavender rocked her body back and forth in time with her ovipositor’s rhythm. Something was building inside her, some kind of pressure in her spine: a warm and swampy feeling, a desire for release.  _ Pleasure?  _ That was a word she knew, certainly, and the way Caroline thought about it certainly  _ tasted _ like this sensation, but it wasn’t exactly right. Satisfaction, perhaps, the knowledge that what you were doing was what you should be doing, that soon you would be rewarded for honest service. Whatever it was, it felt wonderful. Lavender sped up, and was rewarded by an even more fervent grip; this woman had marvelous muscular strength, and somehow the sensation of her channel clenching around Lavender’s ovipositor magnified the satisfaction-anticipation. So too did the wet sounds her body made:  _ SPLRK! SHPLIT! PLRRP!  _ These buttery churning noises, paired with the bulging stretch of the woman’s lower body, tickled Lavender’s brain.

She sped up, hardly conscious that she was doing so. It just felt  _ right _ . Each thrust carried her deeper, plunging further into the swampy morass of the cleaning-woman’s body. She was conquering it, planting her flag. The woman’s organs shifted to make room for her battering spear. Her muscles yielded before Lavender’s insistent pressure. Her womb lasted only a moment longer, but the combination of steady pressure and muscle relaxant injections ensured that even this barrier could not stop Lavender. The woman’s body lay open before her, its secrets exposed, its innermost sanctum pillaged. She barely noticed the woman’s twitching and clenching reach its crescendo, nor the moment her moans shifted to cries of ecstasy.

All that mattered were the eggs. They boiled inside her. Her insides churned into a frenzy. She thrust one more time and surrendered to the pressure, relaxing the tight muscular interlocks that had kept her instincts in check. A surge of muscle pressure burst up from her core along the length of her ovipositor, driving the eggs before it. The surge drove a wave of her fluids, too, a hydraulic battering ram that flooded into the cleaning-woman’s body. The woman’s stomach bloated grotesquely outward, her navel inverting, her skin stretching taut over veins like twitching insectile legs. A few drops of it dribbled outward around the seal between her overstuffed pussy and Lavender’s ovipositor, but most of it soaked into her cells. The eggs followed a moment later.

The first one plunked free into the woman’s womb and adhered to her inner wall. Lavender felt it go, a release so sublime that it momentarily turned her thoughts to mush. The sense of  _ unburdening _ was tremendous, a satisfaction that would have been bone-deep if her body had any bones. That egg was immediately followed by another that plopped out and stuck to its sibling. They came rapidly after that, a flood of soft pebbles that splashed out and anchored themselves in place. Each egg displaced a little more of the lubricant goo, causing little eruptions that splattered and spat out of the woman’s quim and covered her thighs with stickiness. A chorus of wet, squelching raspberries filled the air. To Lavender, they sounded almost musical.

The woman’s belly rose even higher, as each egg stretched her out just a little further. The evacuation of some of the goop shrank her slightly, which seemed like a good thing—it seemed that her body was at its capacity, and Lavender feared damaging her incubator. She could no more stop the flood of eggs, though, than she could have left the woman alone in the first place. Her instincts screamed at her that this was her purpose, and she had to obey.

By the time Lavender withdrew her ovipositor, she was feeling quite relieved, though a pressure deep in her belly told her that she had eggs left to lay. Experimentally, she nudged the woman’s body up a little to reveal the  _ other _ hole. This one was smaller, tighter, puckered against the outside world.  _ Her ass _ , Caroline’s memory said, along with a delicious forbidden thrill—this hole, apparently, was host to darker and more secret pleasures.

Lavender tried it anyways. The cleaning-woman’s ass had none of the inviting softness of her pussy, being instead a tightly clenched sphincter. It yielded anyways. Lavender’s strength would not be denied. Inside, she found a hot, moist cavern, banded with muscle but still welcoming. She wasted no time in filling this one as well. First came the flood of liquid, much of which backwashed up into the woman’s body. Her face twisted in a grimace of pain, but Lavender paid it no mind. Instead she began to pump in her eggs: five, ten, then fifteen, filling this surprisingly spacious cavern to capacity. The eggs adhered to the woman’s inner walls, forming a gluey mass that would be difficult for her to expel. Lavender could feel her muscles trying anyways, and their steady pressure delighted her. No matter how she might try, the incubator would not be able to abandon her role that easily—the eggs would come when they were ready, and not before. The feeling sent a thrill of triumph skittering across Lavender’s brain. She had taken what she wanted. She was a conqueror. It was right, that the strong should act so, and that the weak should yield before them. It was the way of things.

By now she was quite low on eggs, but something else drew her attention. Caroline was stirring inside her. Lavender felt her movement both physically and as a pressure on her brain, as some of her borrowed synapses returned to their owner. As Caroline’s wakefulness gathered, Lavender felt some of her control slipping. It felt strange, but comforting, too. Caroline was more used to complex thought. It came easier to her.

The surface of Lavender’s body rippled, and Caroline emerged. Her hair hung down in limp strands, dripping sticky ooze. Her cheeks were ruddy, her eyes bright. She yawned, tendons twanging in her cheeks, and stretched her arms. Her breasts, perfectly formed cones, swayed to and fro as she shook herself awake.

She noticed the cleaning-woman soon after that. Her eyes widened. “Lavender,” she began, and shut up at the sound of her own voice. Lavender could feel her confusion. Caroline still hadn’t gotten used to the form of communication they shared.

_ What did you do?  _ she thought. A moment later, the thought overlapped with others:  _ What did I do? What did  _ we _ do?  _ Memories of Alice floated up in her mind. Lavender could feel her reviewing them. An uncomfortable feeling gathered at the base of Lavender’s brain, a sort of discomfort-anticipation linked with memory-judgment. Was this  _ guilt _ ? She’d read about that emotion in Caroline’s mind, but it seemed complex, and Lavender wasn’t sure if she quite understood it.

_ We bred, _ she replied. Alongside her words she broadcast a layered packet of emotions: satisfaction, pride, and the deeper need to which she had been responding: the imperative, the instinct, the constant drive to expand and control. Caroline, to her credit, took it in stride.

_ Where are we?  _ she asked. Before Lavender could answer, she felt something new:  _ Caroline _ was reaching out to  _ her _ , examining her memories: the storeroom, the secret door, the building of the hive. Caroline reached down and ran one hand across the fleshy surface, her expression thoughtful.

Lavender merely waited. She was anticipating something, but she didn’t know what. 

_ I feel… ready _ , Caroline thought. She concentrated. A ripple of muscular contraction swept across her new body. At the front, below where her torso melded into Lavender’s body, a sphincter irised open, and Alice slithered out.

She was still tethered to their body by a cluster of thin tendrils, some sliding up her nose or into her nipples, others directly piercing her flesh with needle tips. One by one they plucked themselves free and retracted into the fleshy pod. Alice lay in the fetal position in a pool of semi-translucent fluid. More of it glazed her skin and dripped from her elbows and toes. Her eyes were tightly closed, her mouth set in a neutral expression. Her body had noticeably changed: her skin was pinker, almost red in places. Her breasts had swollen, her nipples expanding. They continuously leaked clear fluid. Her stomach was taut, gravid orb. Her pussy lips were engorged and dripping, her clit a throbbing bead the size of Caroline’s thumb.

_ Help me move her _ , Caroline thought, and Lavender obeyed. They reached out together with their largest tentacles, scooping Alice off the ground and placing her into one of the alcoves in the hive structure. Lavender extruded more fleshy material on top of her and Caroline shaped it with her hands. She pressed a band of it over Alice’s belly, locking her in place, and anchoring both of her arms into the mass over the elbow. Alice’s forearms poked free, as well as her breasts and the swell of her belly. She lolled against the rear wall and let out a soft sigh. Lavender spared herself a moment to admire her nest. Alice sat half-embedded in the hive-flesh. Fingers of it were already creeping over her breasts and stomach. Next to her, two empty alcoves awaited the two almost-women they had recovered from the kitchen. And now there would be a forth breeder, this chance discovery. A swell of satisfaction-happiness washed over Lavender, what her shared memories told her was called  _ pride _ .

Caroline turned to the cleaning-woman. “Who is this?” she asked. Lavender could hear the echoes of the words, but that was all—Caroline’s mind was growing more opaque to her as she wakened, the unfiltered connection they’d shared slowly fading. 

_ She found us _ , Lavender thought, conjuring up the memory of their kitchen encounter.  _ She is neutralized. We should breed her _ .

Caroline’s expression was unreadable. She stayed silent for a moment, then nodded assent.  _ Inside, then?  _ she asked. 

Relief flooded Lavender. She had not realized until that moment the tension that had gripped her, the sudden fight-or-flight response. She reached out with her tentacles and grabbed the cleaning woman by all four limbs. Her body opened again, and she drew the woman into its tight embrace.


	5. Am I Still Myself?

**Summary for the Chapter:**

> Caroline grapples with questions of identity.

Every time she woke up in unfamiliar settings, the adjustment was a little easier. Caroline surveyed the tiny room in which she’d come back to herself and took stock.

Three of the walls were covered to the height of her waist in organic, reddish-purple growth. She frowned. That wasn’t a very precise measurement—her waist was now almost five feet off the ground. She stood in the middle of what could only be termed a _hive_. The material was spongy, fleshy, with a pebbled texture like rhinoceros skin. It was alive, she could tell that much, alive in some exotic way like a pupa or a sea sponge. It certainly wasn’t part of _her_.

She stroked the fingers of one hand down her side. Was it her imagination, or did her skin feel different than she remembered? Softer, perhaps? Slightly damp…

Her fingertips traced downward towards the interface between human and alien flesh. Her skin grew cooler, smoother, more springy and yielding. It imperceptibly shaded into the soft pink of the octopus-sac body. She pushed two fingertips into the squishy pink flesh to the first knuckle and shuddered. Her fingers were telling her that this was something strange, a wet and quivering gelid mass, but she could _feel_ the touch as clearly as if she were poking herself in the side. The sensation was quite unnerving.

Set in the spongy material, half-buried in it in fact, was a woman Caroline almost recognized. She’d… done something with her, right? Or _to_ her? The memories were hazy…

Lavender’s weren’t. Caroline gasped as the knowledge flooded in. She still hadn’t gotten used to this, perhaps never would. To know something without learning it, to have a conversation without speaking or listening… frankly, she was astonished that she wasn’t _more_ astonished.

She sifted the recent memories to bring herself up to speed. Two women captured and subdued—not that the _commodified human assets_ needed much subduing. Caroline shuddered. It was impossible, looking at these women, not to see herself in their place. Not to let her gaze stray down to the faint marks still visible on her hip, just where it blended into Lavender’s octopoid flesh.

 _I rescued them_ , she told herself. _They’re safe now. With me._

As for the other, Alice… well, she’d gotten what she deserved, hadn’t she? She’d been dressed as a cook. And these _assets_ , they were living pantries. How many times had Alice harvested eggs and milk from her pantry? How many times had she walked past them in their prison alcoves, not sparing a glance or a second thought?

Caroline looked down at her, half-buried in the hive. _Well. Serves you right._ Alice’s skin was flushed and ruddy, beaded with sweat. Her belly was grotesquely swollen, her nipples raw and livid. Thin tendrils snaked into her nostrils, between her lips, burrowing into her nipples and her puffy pink pussy. She was unconscious, her chest gently rising and falling. Caroline regarded her with triumph and just a _tiny_ scintilla of shame.

“What’s going to happen to her?” she asked in a whisper. She knew she didn’t have to vocalize with Lavender, but there was nobody else listening, and having a conversation without talking felt wrong.

 _She has been bred_ , Lavender said, and Caroline could feel her pride and satisfaction. _She will add to our forces._

“Our forces?” Caroline asked. Images filled her mind: tiny creatures, copies of Lavender, with tiny Carolines on top. _Drones_ , Lavender said. _Servants_. These images weren’t literal, Caroline realized; they were Lavender’s idea of what the creatures might look like. She’d never seen them herself.

“So… what now? What’s all this?” Caroline gestured around the room, taking in the mass of hive-flesh and the two unconscious women on the floor.

 _A sanctum_ , Lavender replied. _A base of operations. We grow our ranks. Assimilate. Replace. Infiltrate. Destroy._

“Destroy…” Caroline considered this. A smile danced across her lips.

“I like the sound of that. How do you know all this, though? Have you done this before?”

 _I told you, I did not live before us,_ Lavender said. _It is… what I am for. I can sense it. It is in my flesh and written on my genome. This is what I do._

Caroline dug into the sheaf of memories that Lavender fanned out in front of her. This was getting easier, too, and more natural; it felt like reading a photo album someone else was happy to show her. There were recent memories here, vivid as Caroline’s own, but there were also older ones that seemed untethered from any actual experience. _Memories without experience, like talking without words_ , she thought. Lavender had not been lying (indeed, Caroline was still not sure if she _could_ ). The plan she was suggesting was coded into her very being. She had been “born” knowing what to do.

That was all well and good for Lavender. But there were two people sharing this body, now.

“We need a plan, Lavender,” she said.

 _We have a plan_ , Lavender replied.

“You have a plan, you mean,” Caroline said. “Don’t I get input?”

 _You have no expertise in infiltration_ , Lavender replied. _I reviewed your memories. None involve maneuvering around hostile forces in a covert setting._

“First of all, don’t do that,” Caroline said. “My memories, I mean. Don’t read them without my permission.”

 _Why not?_ From Lavender, Caroline sensed only confusion. She thought that perhaps Caroline was warning her of some danger. _You are angry,_ Lavender thought. _Why?_

“My memories are mine, Lavender,” Caroline said. “They’re personal.”

_They are mine, too. We are one now. We must share all of our data._

“Memories aren’t just data. They’re…” Caroline hesitated, unsure of how to explain. She tried to _think_ the concept instead.

 _Self-experience-feeling-belonging-keepsake_ , Lavender thought. _Images of past refracted through present conditions to produce—_

“Stop it!” Caroline hissed. “Just… stop it. It doesn’t matter if you don’t understand. Whatever memories I have from before we were joined are _mine_ , all right? They’re not yours.”

 _And I still don’t know what they are_ , she thought. That was part of her anger, she realized. She did not know what was locked in the chest of her past, but she wanted to be the first one to dredge it out. Sharing such an intimate moment with Lavender felt… wrong, somehow.

 _Are you angry with me, Caroline?_ Lavender’s confusion pushed out any other feeling, and Caroline felt herself growing dizzy from its influence.

“Yes!” she said. “No! I don’t know. Forget it. The point is, I want some input into our plan. This is my body. Christ, I nod off for a few minutes and look what you do.” She swept her arm around, taking in the hive and the three unconscious women. “And I can tell there’s _another_ one inside me. Slow down, ok?”

_I agree. It is tactically sound to pause the assimilation process until our already-obtained assets have been fully developed._

“Tactically sound…” Caroline shook her head. “How about we just give me some time to think, huh?” She paused. “What do you mean, fully developed?”

Lavender’s next thought was flush with pride, a child’s exhilaration at showing a parent a job well done. _The Alice-subject has been modified. She will birth drones, but afterwards, she will join us. We can use the ‘assets’ as breeders, as their missing limbs render them incapable of combat._

“Join us?” Caroline asked. “What do you mean? Are you going to turn her into… another one of me?”

 _No. We do not have access to another seedform_ , Lavender thought. _The hormones you injected into her will increase her muscle mass, though. Accelerate her reaction time. I was designed for subversion as well as infiltration. One operative becomes many. Also, the physiological changes inflicted on her are less noticeable than ours, and she can infiltrate places we cannot go._

“And why exactly would she help us?” Caroline asked. “I overpowered her. I… I raped her.” She looked down as she said this last part, and the shame welled up inside. “Christ, I raped her. Why did I do that? I wasn’t…”

 _You were overcome by predator-instinct_ , Lavender thought. It was clearly meant to sound comforting. _You acted appropriately. We needed reinforcements._ She paused. _What is this thought? A sense of sadness, self-directed, mixed with anger and re-evaluation of choices made._

“Guilt,” Caroline whispered. “I can’t believe I did that.”

_She was your foe, wasn’t sure?_

Caroline considered this. “Yes, but—”

 _She was a threat. You neutralized her_.

“Neutralized her?” Caroline said. She shook her head. “I went a little farther than that, I’d say.”

_She is one of them, Caroline. She would have killed us, or called others who would have killed us. Our primary objective is always to survive._

Caroline looked at the legless women on the floor. “Whatever we did to her, it’s not a patch on what she did to them,” she said. She wasn’t sure if she was speaking to Lavender or herself. “Or what she watched others do to them.”

 _That is so,_ Lavender said. _Does that alleviate your… guilt?_

“A bit,” Caroline said. “What are we doing here, anyways? You said the objective is to survive.”

_Yes. Survive. Escape and survive._

“Escape, yes,” Caroline said. “How about ‘rescue?’ As in, ‘rescue as many of these… assets as we can find?’” She curled one hand into a fist. “And then ‘burn this laboratory to the ground, so that they can never hurt anyone like this again.’”

 _Destruction is an objective,_ Lavender thought. _Eliminating anyone with knowledge of my existence will assure our safety going forward_.

“Yes, let’s do that,” Caroline said. “I like that a lot.” She thought of the soldiers she’d killed—or who Lavender had killed? And the voice she’d heard, the one that told them to destroy her.

 _Yes,_ Lavender thought. _Yes, we will kill them all._

“Alright,” Caroline said. “So how do we do that?”

_The first step is to expand our forces. Alice will birth drones, and they will be of assistance. We should expand the hive. These assets have been optimized for fertility—they will produce many drones for us._

A mental image filled Caroline’s head: the two legless women from the kitchen, strapped into living alcoves, their stomachs rippling and churning. Eggs slid out from between their truncated legs, not fresh and white but purple and mottled like the hive tissue. She recoiled in revulsion. “What? No!” she cried. “We rescued them, Lavender! That’s not much of a rescue!”

 _We will not harm them,_ Lavender thought. _We will not demand anything of them that they were not already being made to do_.

The thought gave Caroline pause. “But… we rescued them,” she said again. Her voice was low and forlorn.

 _Our enemies already regroup. They are no doubt aware of our escape by now, and they will take steps to prevent our escape. Our only opportunity is to grow our forces as fast as possible, before they can bring to bear the full measure of their power._ With that thought came an image: soldiers in black armor, carrying heavy rifles. They wrestled Caroline/Lavender into manacles, heedless of her flailing, and shocked her into unconsciousness with electric batons.

Caroline shivered. “No. Never. They’ll never take us back.”

 _The best way to prevent that outcome is to make use of the resources we have_.

“But they’re people, Lavender,” Caroline insisted. “Like me. I was one of them, just a little while ago.”

_I know. Those memories are part of me, too. You were not afraid. You were not in pain. You did not feel much of anything._

“I didn’t,” Caroline thought. “That was a blessing.”

 _They are used to this kind of work, Caroline. It is what they are for. They do not fear it or hate it. It simply is. And if we are captured, they will be taken, too. They will be pressed back into service_.

“I won’t let that happen.” Caroline pursed her lips. “Fine. We can… make use of them. Do you need me to do it?”

_Would you like to?_

Accompanying this question was a memory: Caroline’s flesh pressed against Alice’s, both of them slick with sweat and slime, their lips seeking each other, their bodies contorted. Caroline gasped and her breathing grew shallow. She could _feel_ the warmth all around her, pressing down…

“I… I…” she trailed off.

 _We will need to consume more biomass first,_ Lavender said. _Then we will decide how to proceed._

“All right,” Caroline said. She took a deep breath, held it until she was sure she could trust herself to speak, then let it out. “All right. But this breeding thing… no more bystanders, ok? Only bad guys.”

 _Bad guys?_ Caroline could feel Lavender’s confusion. _We cannot breed with males_ …

“Only people who have actually tried to kill us.”

 _Ah._ Lavender seemed a bit taken aback. _What of the others?_

“Can’t you… knock them out, or something?” Caroline asked. “Make them unconscious?”

 _And then not breed them? That seems wasteful_. _We would have to expend effort keeping them alive._

“Ok, then how about recruiting them? You still haven’t explained why Alice will want to help us after what we—what I did.”

 _Subverting enemy forces is a core infiltration function_ , Lavender said. _The hormone treatments make them pliable. They encourage the formation of a strong emotional attachment to us. As the captives_ become _, the connection grows stronger._

Caroline hesitated. The connection between her and Lavender was still ripening. She could not read her companion’s thoughts, but she could feel the emotional hooks that bit into Lavender’s words. Her emotions were simple, powerful things, sentences written in a child’s unsteady block capitals.

Lavender was hiding something.

Caroline could have simply delved into her companion’s memories. She’d gotten glimpses before, and like a hiker following a well-blazed trail, she thought she knew enough to track those glimpses back to the source. But it felt wrong. Quite apart from anything else, Caroline had just told her not to read her own memories without asking, and she didn’t want to be a hypocrite.

Instead, she focused on what Lavender was telling her. It was true, that much was certain, but it wasn’t the _whole_ truth. There was a void there, a hole in Lavender’s telling, all the more visible for its absence.

“So she’s just drunk on our hormones? She’ll turn against her old coworkers on that basis alone?”

 _Mostly,_ Lavender said. _She will see us as an ally. She may even feel sexually attracted to us. She will want to defend us._

“Mostly?” Caroline asked. There it was again: the void.

 _Just to ensure that she remains loyal… I have planted a seed in her mind_.

“A seed?” Lavender’s hesitation told Caroline everything she needed to know. Even with as little as she knew, she’d known that Caroline would react badly to this information, and had tried to conceal it.

 _Yes. It is quiescent now, but when it sprouts, it will alter her perceptions. She will_ have _to remain loyal. She will not even be able to conceive otherwise._

Caroline’s jaw dropped. Horror stopped up her tongue for a moment.

“Lavender, that’s…” she began, and swallowed. Her throat made a dry click. “Lavender, you can’t. We can’t. It’s monstrous.”

 _She will not suffer!_ Lavender insisted. _She will not be sad! She will think it was all her idea!_

“She’ll be a _slave_.” Caroline wished she could confront Lavender face to face, but that was of course impossible. Instead she stared down at the octopoid body-sac.

“Lavender, _no_. I don’t care what you have to do… remove it or turn it off or _something_. You can’t do this. I refuse.”

_Caroline…_

“No. I’m not interested. That was what they did to me, you know that? They took my mind. I think that’s worse than what they did to my legs. They captured me, and then they took away the part of me that even knew what captivity was. We are _not_ doing that. We are going to kill the slavers, but we are not going to become slavers ourselves to do it.”

The vehemence in her own voice surprised her. It must have surprised Lavender, too; the voice in her head was silent for a while. Finally, it spoke, sounding subdue. Echoes of shame and embarrassment accompanied the words.

_You are… correct, Caroline. I am sorry. It is what I was made to do._

“You were made by slavers, Lavender,” Caroline said. “That doesn’t mean you have to be one, too.”

 _I will remove the seed_ , Lavender promised. Caroline felt her urging them to move forward, so she rolled closer, until she was looming over Alice’s unconscious body. A thin tendril snaked out of her body-sac and disappeared behind Alice’s head.

“And no more of these,” Caroline said. “We take prisoners if we have to. If they’re scientists or soldiers—”

 _Bad guys_ , Lavender thought.

“Right, bad guys, then do whatever you want to them. Kill them, breed them, whatever. But if they’re innocent, just keep them prisoner until we can get them to safety. And no more of these slavery seeds. Understood?”

 _Understood_. Lavender hesitated. _I do need to replenish biomass lost in the making of the hive. May I…_

Caroline’s mind filled with a mental image: the dark-skinned woman from the kitchen, her breasts running with ivory milk. Tendrils from Lavender’s body slurped it up and caressed the woman’s flanks. The woman writhed and moaned in obvious ecstasy. Caroline blushed, but her stomach rumbled all the same.

“Fine,” she said. “Like you said, it’s all they know.”

She bent down over the woman’s unconscious body and surveyed it. The woman’s arms were long and supple, her belly a smooth curve. It was all too easy to imagine her with legs: long legs, slim, gliding into graceful hips. Her breasts were enormous and finely sculpted. She was beautiful, even through her mutilation. A tiny thicket of dark hair thatched her pubic mound, cresting over perfectly formed coraline lips. Her neck was a delicate pillar, her face oval and enticing, with a narrow nose and full, elegant lips. Her hair, coal-black and wavy, cascaded down to her shoulders.

Her eyes were shut, her chest rising and falling slowly. Caroline hoped that whatever dreams she was having were good ones.

One of Lavender’s tentacles slithered over the woman’s body, making for her left breast. It was always a little bit odd when Lavender took direct control over part of their shared body. Caroline could feel her limb moving without her direction, as though it were being tugged by a puppeteer. She would get used to it, she supposed. So far, Lavender had not demonstrated any ability to control those parts of Caroline’s body that she thought of as “hers:” her arms, torso, and head. That would be another story altogether. Lavender’s tentacle latched on, and the woman let out a little gasp. The tentacle began to pulse and quiver, its end expanding like a blooming flower and then contracting again. A faint sloshing sound told Caroline the woman’s milk was starting to flow. Lavender’s tentacle shivered, as if in pleasure, and rippled down its length.

Caroline’s stomach gurgled again. Watching Lavender feed was making her hungry. She hesitated for a moment, but in the end her hunger won out over her trepidation. She bent down and gathered up the dark-skinned woman’s shoulders in her arms.

The woman felt as light as a doll. That strength was another thing Caroline would get used to, though for now she savored it. She moved carefully, with exaggerated gentleness, cupping the woman’s head in the crook of her elbow. Only when she was sure that the woman was comfortable did she lower her head to one lush, ripe breast.

She took the nipple in her mouth, rolling it across the surface of her tongue. Her lips brushed across the slightly pebbled flesh of the woman’s areolas while her tongue caressed her nipple. It was so luscious, so soft, so full of milk that the slightest pressure dribbled a few drops into Caroline’s mouth. She sucked them down eagerly. They were creamy, rich and sweet, and left a lingering aftertaste that sparkled on her tongue. She could feel the first two drops wending their way down her throat, leaving delicious trails behind them.

Once the first wonderful drop hit her stomach, all bets were off. She massaged the woman’s breast with her hand, luxuriating the feeling of her fingertips sinking into warm plushness. It was so soft, so warm… she rubbed her cheek against it, feeling the hard little bud of the nipple brush past her lips. She latched on before it could get away and sucked with all her might, drawing forth a trickle of deliciousness. She sucked greedily, applying as much suction as she could, heedless of the woman’s unconscious squirming. In the moment, all that mattered was filling her belly, and the ecstasy of communion.

She was not certain how long she drank, but at last she lifted her head and wiped the last few errant drops from her chin. Lavender had finished sometime before and retracted her tentacle. Caroline could feel her, a presence in the back of her own mind: not obtrusive, but _there_ , like a stranger standing in the corner of the elevator and waiting for her to push the button for her floor.

She laid the dark-skinned woman down gently.

“We should give them names,” she said.

 _What?_ Lavender’s confusion came through clearly enough.

“The other women. The ones… like I was. They have numbers instead of names. It’s not fair.”

 _Is this important right now?_ The thought did not feel sarcastic; Lavender genuinely was not sure of the significance. Her confusion seemed centered around the word _fair_ , but Caroline decided that was a conversation for the future.

“It won’t take long.” Caroline looked at the women and stroked her chin in one hand. She resisted the urge to turn them over and examine the brands on their thighs. Those were just numbers, not names.

_Will they recognize them?_

“I will. That’s what matters.”

 _Name them, then_. Lavender sounded almost amused.

“The lighter one should be… Peony.” The name just sprung into Caroline’s mind, but it _felt_ right. Perhaps she was just thinking of flowers after her experience with Lavender, but Peony was a good name. A sweet name. After that, naming the other woman came easier. “And the darker one is Ivy.”

 _Peony and Ivy_. Caroline could feel Lavender’s mental fingers reaching into her memories, but gently, just riffling through her surface thoughts. It was strange, but noticeable less invasive than earlier, and she decided to tolerate it. She felt Lavender’s surprised and joy when she realized what the names meant.

_Ah! I see. Flowers. Like me. Is that common?_

“Common enough.” Caroline smiled, a smile just for herself. “ _Now_ I’m done.”

 _Then we should be on the move. The disappearance of these people will have been noted._ As Lavender thought the words, images appeared in Caroline’s head: a branching, rootlike connection of lines that threaded and crisscrossed each other. They didn’t make any sense to Caroline. Were they some kind of script? A visual metaphor?

 _Air ducts_ , Lavender explained. _We must move unseen. There should be a crawlspace below the floor, as well. I sensed it in the kitchen._

“Where are we going?” Caroline asked. “What are we doing?”

Lavender’s answer was full of eagerness and just a hint of smug anticipation.

_Hunting._

***

Caroline had gotten used to explaining basic concepts to Lavender. It was a not entirely unwelcome surprise to learn that, in some respects, her invisible partner was the knowledgeable one. Caroline yielded control over their shared body parts to Lavender and let her lead the way.

 _We must be constantly in motion_ , Lavender explained. They slithered along the air ducts, pulling themselves forward with their thick body-tentacles. _Stealth is our weapon, and speed. But knowledge is the most powerful weapon of all. We must know these tunnels better than our foe does._ Fortunately, she seemed to have an eidetic memory, at least when it came to places. Caroline could see the mental map forming, could examine it as clearly as if it were a physical document sitting on a table in front of her. With every turn they took, the map grew.

 _We will not be able to remain in the ducts forever. As soon as they realize that we are using them to move around, they will send forces here. Perhaps they will trap them in some way. Before that happens, we will need to find an alternate means of moving unseen_.

“Can’t we use the hallways?” Caroline asked. She still felt compelled to subvocalize, though she was careful to make no actual sound.

_No. They will be monitored by camera._

“So what do we actually _do_?” Caroline asked. “Are we just going to capture more people?”

_No. We must gather knowledge. We must find out the extent of this facility. If it is small and isolated, we may neutralize all of the guards. If it is large, or if reinforcements are readily available, we should do as much damage as we can and flee before they can destroy us._

Caroline found herself nodding along. Lavender’s thinking made sense. What’s more, it was clean and sure, with none of the hesitation or uncertainty that marked her thoughts during their conversations. This was what Lavender was made for, she reflected. Of course she would be professional about it.

Lavender abruptly stopped moving, and Caroline was about to ask her why, but she felt a cautionary tap in her head. It was as though Lavender had put a hand on her shoulder. After a moment, she realized why.

Footsteps. Voices. Faint, but unmistakable. They filtered up from below. To her surprise, Caroline realized she could visualize exactly where the speakers were. Three of them. No, four. One shorter than the rest. About three meters ahead of her and two meters to her right. Walking towards her at five kilometers per hour.

 _My God_ , she thought, _what else did you do to me, Lavender?_

 _Our senses are sharp_ , Lavender replied, with a hint of pride. _Our reflexes, too. Are you ready?_

 _Ready for what?_ Caroline asked. Lavender’s reply was nonverbal: a memory, the tentacles lancing out of Caroline’s body and slicing into the soldiers in the lab. The spray of their blood. The memory chilled her, but it filled her with excitement, too, a dark glee that didn’t feel entirely natural. _Is this part of the change as well?_

Mercifully, there was no answer to that.

 _Are you ready?_ Lavender asked again. _There can be no hesitation. They are alone in the corridor, and coming up on a grate. There are no cameras in this section—the power cables run beneath our feet, and I can feel their thrum. We need information on the capabilities of our enemy, and we can only get that through combat. We can ambush them._

 _No prisoners?_ Caroline asked. _You don’t want to breed them?_

 _We lack the resources_. Lavender’s reply was tinged with a hint of regret—given infinite time, she’d have wanted to take them prisoner. _Besides, they are soldiers. I can tell by the weight of their tread. Bad guys._

Caroline’s eyes narrowed. _I’m ready._

The grate popped off its hinges with a squeal of protesting metal. The soldiers swiveled around at once, but by the time they had half-finished turning, Caroline was already among them. She caught a brief glimpse of her enemy: four people, three men and a woman, all wearing dark grey fatigues and carrying carbines. Two of the men wore helmets, the other two were bare-headed. They wore armored gauntlets, flak jackets, and heavy boots, but their upper arms and legs were unprotected.

All this flashed through her head in the time it took her to drop from the ceiling to the floor. In the lab, she’d been too overcome by shock and fear to do anything but watch. Now she felt tense, coiled with anticipation, but utterly in control. The soldiers seemed to be moving in slow motion, as though they were underwater.

Caroline balled her right hand into a fist and punched it towards the closest soldier. One of the her tentacles moved in sync with it, thrusting forward with its tip curled up into a club shape. It struck the nearest soldier in the chest with a brittle _crack_ like a branch breaking. He left the ground, sailed backwards through the air, and hit the far wall with a dull _thud_.

The other soldiers had started to yell now, but their voices seemed curiously faint and distant. Caroline focused on the next soldier, a broad-shouldered brute with a face-covering helmet. He was unlimbering his gun. The _clack_ of the autoloader rattling inside the casing echoed in Caroline’s ears. She swiped at him with a sideways chop of her hand, and a bundle of tentacles caught him in the midsection. He doubled over, the gun flying from his hands. From inside his helmet she heard a faint exhalation. She hooked her fingers into a claw shape and her tentacle curled around his waist. He reached down and tugged at it, and she felt his fingers digging into her flesh, but before he could get a grip she lifted her hands like the witch in some ancient story. Her tentacle hammered him into the ceiling with punishing, pneumatic force. She could feel bones shattering, could hear the crack of breaking ice. Hot blood spurted out around the neck seal of his helmet and he went limp.

The female soldier was staring at her in undisguised horror. Her gun dangled from one hand as though she’d forgotten how to use it. Caroline stared at her and curled her lips up into a feral grin. For a moment, she wanted nothing more than to throw the soldier down onto the decking, tear off her clothing, part her legs and find the vulnerable pinkness there _and_ _spear inside, claiming her for_ —

She shook off the thought, though it clung to her brain like cobweb. Now was not the time for that.

She grimaced at the soldier, and her tentacles flared outward in a threat display. One of them still held the limp body of the last man she’d killed. Caroline tossed it casually aside. He tumbled like a ragdoll through the air and fetched up against the wall, his gun clattering away down the hall.

That seemed to break the female soldier. She dropped her gun and turned to run. _No!_ thought Lavender. _She will alert the others!_

Caroline was already moving. She surged forward, rolling easily across the smooth decking. Her mind was focused on one impulse: _don’t let her get away_. She did not consciously direct her tentacle, but it moved all the same, perhaps responding to her urgent need. It speared outward, elongating even as it grew thinner. It curled around the fleeing woman’s neck like a shepherd’s crook and _yanked_. She tumbled backwards, pulled so fast that she left her boots behind, a strangled scream dying in her throat.

Caroline _squeezed_ until she felt something crush inside the woman’s neck. She let her drop and the soldier fell. She rolled onto her side on the ground and curled up into a ball, her hands clawing at her neck, her mouth working uselessly. She let out a harsh, choked rattle. Caroline watched her dispassionately for a moment, then bent down over the dying woman. “Easy now,” she said in a low whisper. She wondered who she was talking to. “Easy.” She reached out with her hands—her _human_ hands—and grabbed the sides of the woman’s head. A single sharp twist broke her neck and silenced her gagging cries.

Caroline sat still for a moment, trying to regain her breath. When she could think again, the first thought that crossed her mind was _What the hell did I just do?_ Delayed shock was setting in. _I killed them!_

Before today, had she killed anyone, ever? She thought not. What really affected her was how _little_ any of what she’d done affected her. Her heart rate had spiked, but that was just excitement, and it was already returning to normal. She’d just killed three other—well, three human beings, and she’d barely felt anything.

Wait. Three?

 _Car-_ Lavender’s thought-voice sounded in her head, sudden and shrill. There was a strange sensation, a moment of dislocation. For a moment, Caroline’s world was _blank_ , as though she were still in a coma. Then sensation returned. She was standing upright and facing away from the dead woman. The fourth soldier, the helmetless man, stood before her. He was older, with a lined face and a few traces of silver threading his black beard. He stared sightlessly at her, his mouth hanging slightly open. Two tentacles pierced him through the chest and emerged from his back, blood dripping from their tips.

 _Did I do that?!_ Caroline wondered. _I don’t—_

 _I did it,_ Lavender said. Something new was in her tone, a tense anger that Caroline had not felt from her before. _Come. We must go, now, before they are missed._

“We must…” Caroline’s head spun. She was still processing her strange emotional detachment.

 _Into the vents_ , Lavender said, and Caroline let herself be led. She reached up with a pair of tentacles and grasped the edges of the grate that had deposited her down here. One quick tug, and she was gone.


	6. And Does It Matter?

**Summary for the Chapter:**

> Caroline spies on the scientists that created her.

Letting Lavender take control of their shared body was growing easier. That worried Caroline a little bit, but on the scale of worries she was currently experiencing, it was so far down that it barely registered. She was far more consumed with an immediate concern.

 _I just killed them! Three people!_ The fact that they’d been trying to kill _her_ at the time certainly counted for something, but still, she couldn’t get their faces out of her head. The look of shock on the female soldier’s face as she’d turned to run…

And Caroline had snapped her neck with her bare hands. She hadn’t even broken a sweat. _What is wrong with me?_

Gradually, she became aware of her pace slowing. The air ducts were utterly dark, and even her enhanced vision could make out little more than vague shapes in the distance. Whatever sense Lavender was using to navigate wasn’t sight. Caroline had been letting her passenger drive their body while she ruminated, and now she realized that she had no idea where they are.

“What’s going on, Lavender?” she subvocalized. “Where are we?”

 _A safe place, for now_ , Lavender thought back. _Somewhere we can talk._

“Talk?” Caroline hoped that Lavender could feel her confusion. Right now, the two-way emotional conduit that they shared seemed to have dried up. She was still aware of Lavender’s presence in her head, but that was all. She could not feel any of her constant companion’s moods.

 _You are unhappy,_ Lavender thought. The thought was direct, declarative, shorn of any value judgment. _You do not like how we handled those soldiers_.

“Well, I am not exactly used to killing people!” Caroline protested. “I did it, didn’t I?”

_You hesitated. After killing the woman. Did you desire her sexually?_

“Did I what?” Caroline actually spoke the last word out loud and clamped her hand over her mouth. “What are you talking about?”

_You hesitated. I detected remorse. Would you have preferred to capture her alive for your pleasure?_

“No!” Caroline insisted. “No, it’s just… it’s hard, ok? Looking someone in the eye like that! I’m not a soldier!”

 _You are a weapon_ , Lavender replied. _I am. Now you are. It is my purpose._

“I thought you didn’t believe any of that?” Caroline said. “Or else why did you help me escape?”

 _I will not be_ their _weapon. That does not mean I do not recognize what I am_.

“You’re a person, Lavender,” Caroline said. “I’m sure you are.”

 _Be that as it may_ , _we are still in danger. Survival is paramount. Hesitation can be dangerous. Are you having second thoughts about this plan?_

“If you’re asking me whether I want to surrender to them, the answer is no,” Caroline said. “You’ll have to let me adjust to all this, though, alright? It’s a lot to get used to.”

There was a pause, and when Lavender thought-sent to her again, her tone was much warmer. _Of course, Caroline_ , she replied. _I am sorry. It is sometimes difficult for me to remember your limits_. Genuine compassion accompanied the words, so Caroline decided to let the wording pass. After all, language was as new to Lavender as everything else.

 _How about this?_ Lavender asked. _We can explore for a time. We will need to find an alternate source of food. By now, the damage we did in the kitchen has probably been discovered. They have not yet discovered the hive, but they will sooner or later. We can create a distraction in another part of the facility for cover, and potentially scout out more secure locations for a long-term base of operations._

Left unsaid, her deeper motivations pulsed just under her words. _You won’t have to kill anyone else_. _You can get used to the idea now._

Caroline made sure to let her gratitude wash back over their link. She knew, intellectually, that sooner or later she’d have to kill again. She just wasn’t looking forward to it.

They set off down the ducts, slithering along the floor. Questing tentacles probed ahead of them, feeling in the gloom for landmarks and pulling them along the walls. As they went, Caroline found herself creating a layout in her head. She was surprised at how detailed it was—holding the structure of the tunnels in her mind seemed to be no trouble at all, even based on blind dead reckoning. In truth, it was a bit disconcerting to see how good she was at mapping, as though she’d woken up speaking a language she never remembered learning.

The gloom of the tunnels was broken up occasionally by grilles inset in the floor. Whenever they passed one of those, Caroline would duck down and peer out. The view was pretty much the same, wherever she went: endless corridors of brushed metal, with the occasional sealed door. More armored soldiers trooped by at intervals, but much more common to see were ordinary laborers. These wore grey jumpsuits and pushed handcarts or trollies full of supplies. Once or twice, Caroline caught a savory whiff from one of those handcarts that made her mouth water.

They had been exploring perhaps fifteen minutes when the alarm went off. The sound echoed in the tight confines of the duct. She gritted her teeth and clapped her hands over her ears. Along with the blaring siren came a flashing light that pulsed a deep, arterial red. Caroline moved away from the nearest grille and slumped against the duct wall.

 _They found the soldiers we killed_ , Lavender thought. _That or the damage in the kitchen._ _They will be hunting us now_.

“How can you be so calm?” Caroline asked. From Lavender she was getting not the least bit of fear. She was sure she was generating plenty of it on her own.

 _I expected this. Did you not? There was no way they were going to allow us to run around forever. I am surprised that it took this long for our infiltration to be discovered_.

“What do we do?” Caroline asked. “How do we get away?”

 _They may suspect something in the ducts. That is fine. I would much rather face their soldiers up here, in narrow, dark corridors, then out there in the light. We do best up close_. There was a hint of relish in Lavender’s reply, a slight bloodthirst that sat uneasily with Caroline.

 _This is a good thing_ , Lavender insisted. _They will need to lock the facility down by sections to sweep it. Their mobility will be compromised. Ours will not_.

“Sections?” Caroline’s head was spinning. “What do you mean?”

In response, Lavender conjured up an image in their mind’s eye. The map from earlier, but incredibly detailed. Ductwork corridors overlaid a floor plan, and Caroline could identify individual rooms—the kitchen, the hallway where they’d made their kills, the surgery where they’d first been conjoined. The rooms weren’t labeled, but concentrating on one, she found herself remembering it in incredible detail.

 _See here_ , Lavender thought, and Caroline found her attention drawn to several dead-ends in the duct network. _The building continues past this point, but the duct does not. I believe that this facility is separated into several hermetically sealed sections to prevent cross-contamination. We should gain access to the deeper sections if possible. More sensitive personnel and equipment will be found there_.

“Lavender, how do you _know_ all this stuff?” Caroline asked. “Aren’t you just a few days old? Do you have, like, implanted memories or something?”

For the first time since their retreat to the ducts, Lavender seemed nonplussed. _Isn’t it obvious?_ she thought. _It seems obvious to me._

Caroline shook her head. “Not to me,” she said. “Maybe they programmed a map of this place into you?”

 _I don’t think so…_ Lavender sounded uncertain. _I want to know what is beyond this section, and I do not. This is just more of the knowledge written in my genes, I think_.

“Well, alright.” Caroline supposed that was as good an answer as she was going to get. “How do we get into the next section?”

 _I believe I have identified a passway_ , Lavender thought. _Here_. In Caroline’s head, a specific map section seemed to call out to her.

 _There is power flowing through a cable trunk above the roof of the duct here,_ Lavender indicated. _It continues past the terminus of the duct passage. That, combined with the layout of the facility, makes me think that this is the boundary._

“Let’s go, then,” Caroline said.

***

The alarm cut out after about ten minutes, though the flashing red lights continued. Caroline found herself shying away from floor grilles, flattening her body against the wall to ooze around them. She could hear heavy, running footsteps in the corridors below, and the occasional shout. _They search for us_ , Lavender said. _But they will not find us_.

The thought sent a little thrill up Caroline’s spine. They were the hunters now.

Up ahead, the duct ended abruptly in a nondescript cul-de-sac. Caroline pressed her hands against the walls, but could detect nothing out of the ordinary. “How do we get through?” she asked. “Is there a hidden door?”

 _Not that I can detect,_ Lavender replied. _Hang on…_

A tendril extruded from somewhere inside Caroline’s body and pressed itself up against the metal floor. There was a brief hiss and warmth flushed through Caroline’s system.

“Oh!” She covered her mouth to stifle her sudden gasp.

The tendril withdrew, carrying with it a metal disc the size of a coin. Red light speared into the duct, disappeared, flashed again. Lavender had bored a tiny hole, no more than an inch across, in the floor.

 _What do you see?_ she asked. _There should be something down there._

Caroline carefully laid herself flat against the floor. She shivered at the feeling of cold steel against her bare skin. She lined her eye up with the hole and swiveled it this way and that. The bottom of the duct had apparently been set flush against the ceiling, and she stared down into a dim, red-tinted corridor.

 _Nothing here_ , she thought. _Wait…_

Booted feet clomped along the corridor in both directions. Caroline fought the urge to withdraw. _They can’t see me_ , she told herself. _They’d have to be looking right at me._ Her own view was narrow and cramped, just a couple square feet of ground, but she dared not ask Lavender to widen the hole.

Someone moved into her field of vision. She caught a glimpse of grey fatigues and dark, oily metal.

“What’s this about?” asked a voice. It was male, rough, angry-sounding.

“I heard a patrol got wiped. They found ‘em in East Six.” This voice was a little softer, a little calmer.

“This related to the big blow-up in the lab earlier?”

“Hell if I know. You think they tell me anything?”

“You see anything out there?”

“Not a whiff. Yourself?”

The first speaker’s reply was apparently nonverbal. Caroline could see their feet shuffling around, but little more. She craned her neck to try to get a better view.

“You boys done tugging your dicks?” This was a new voice: loud, brash, and female, with guttural confidence dripping from every syllable. “You forget what an alert means?”

“No sir!” both men spoke at once, and Caroline could see them shift as they stood to attention. She tried to turn to get an angle on the new speaker, and succeeded just as the woman spoke again.

“New orders,” she said. She was tall, taller than any of the soldiers Caroline had seen before, with ruddy skin and a shock of straight silver hair. Her features were thick and somewhat masculine: a blocky nose, sharp chin and strong jawline. An arc of mottled scar tissue crept from just above one eye across her skull, vaulting over her ear and disappearing behind her head. There was no hair at all on that side of her scalp. She wore the same fatigues as the other soldiers, but with a golden oak-leaf cluster pinned just above her left breast and gold bars on each shoulder. “You two are on guard here until further notice. I’m heading to the labs. Kowalski’s in charge of this section while I’m gone. You see anything, you put it on his frequency, understood?”

“Understood, captain!” said the second voice, the calm one. The first voice murmured assent.

“Stay frosty,” the woman ordered. “They haven’t told me what’s out there, but it smoked Donegan and his squad before they could even call for backup. Don’t be stupid. You see something weird, you call it out right away.”

“Yes, sir!” the other two chorused. The woman nodded appreciatively.

“Good. Now if you’ll excuse me…” She sniffed the air and looked upwards. “Either of you smell that?”

Caroline yanked her head back from the pinhole as fast as she dared. For a moment there, it had seemed like the guard captain was looking directly at her.

She could still hear their voices, only slightly muffled. “Only thing I smell is Grogan’s farts, sir,” said one of the soldiers, and the other one laughed out loud. After a moment, the captain joined in.

“I’m off, boys. Don’t get killed.” There were a couple footsteps and then a faint metallic _beep_. A door swished open with a hydraulic hiss and closed again with a clang.

Caroline waited a moment, then stood upright again. “What was that?” she asked.

 _An officer_ , Lavender said. _She has access to the next section. “The labs,” she called it. Did you hear that door? There must be an access point here._

“How do we get in?” Caroline asked.

 _Very carefully_ , Lavender replied. _If they are aware that we have penetrated their sanctum, they will put that section on lockdown as well. We must not alert them._

“Do you have a plan for that, too?”

 _As it so happens_ , Lavender replied, _I do._

She was getting a little better at emotions, Caroline noticed. Smugness was a new one.

***

The air ducts did not connect between sections. They explored the network anyways, mapping as they went. Caroline found it surprisingly easy to keep the shape of the map in her head. It was as though a tiny voice was constantly reminding her of where she’d been.

She’d grown used to the ducts and had hoped to stay in them for as long as possible, but Lavender had other ideas. _We cannot go high,_ she sent. _So we will go low_.

“How low?” Caroline asked. “What are you talking about?”

_As low as it gets. There are pipes running beneath this compound. I can hear them. Water inflow, waste outflow._

Caroline wrinkled her nose. She’d been through a lot of changes recently, and the sight of her transformed body still made her feel somewhat uncomfortable, but she was pretty sure she retained enough humanity to be disgusted at the idea of wading through a sewer.

 _We will not travel inside the pipe_ , Lavender explained. Caroline hadn’t spoken, but she supposed her companion had picked up on her disgust. _There will be tunnels around it for maintenance access. They will be tight, but we are designed to compress ourselves._

“What about the…”Caroline began, and conjured up an image of the cleaning woman. She could still feel the woman drifting unconscious inside her.

_We should deposit her in the hive. Quickly, though. We cannot linger now that we know they are hunting us._

They made their way back to the kitchen and descended as gently as they could from the grille. In the near distance, Caroline could hear voices and muffled footsteps. She slipped into the storage closet and the hive room beyond, fearful that at any moment she’d hear angry shouts and pounding feet. She wasn’t afraid that they might kill her, but she wasn’t sure if she was ready to do more killing herself.

Inside, things were much as she’d left them. The two CHAs (Ivy and Peony, she reminded herself. They were people, they deserved names.) lay insensate on the floor. Alice sat half-encased in organic cement, her eyes glazed. Her stomach was truly gigantic now, a gravid orb threaded with dark veins and patches of maroon fungus.

Caroline bent over and focused on squeezing with her internal muscles. It was strange—these muscles didn’t correspond to any she’d previously had, but she found their use as natural as breathing. It was the simplest thing in the world to contract _here_ , push _there_ , and soon enough she could feel the woman inside her body shifting. It was a giddy, slightly ticklish feeling. Caroline bore down and pushed and the woman slid out from her octopus-body’s maw, trailing a stream of translucent goo. Her hair was matted to her face and her arms wrapped protectively around a swollen stomach. Caroline lifted her into an alcove next to Alice’s and sealed her in place with practiced motions of her hands.

“There,” she said. “Done. Where to now?”

“M-mistress?”

At first, Caroline thought of Lavender. She had grown so used to the voice in her head that she did not recognized the sound of another person speaking. It took her a moment to realize that no, someone else was _addressing_ her. With words, from a mouth. She looked around in confusion.

“Mistress…”

Alice was staring up at her, her eyes still glazed but with an inkling of purpose in them. Her eyelids fluttered and her lips moved soundlessly.

Caroline reared back in surprise. “What? What did you call me?”

“Mistress?” Alice’s brow wrinkled in confusion. “I can feel them… inside me… moving…” Her face split into a delirious grin. “They are beautiful, I can tell…” With that, she lapsed back into catatonia, head lolling to one side. The tendrils of hive-matter growing into her nipples pulsed as though they were drinking from her. _Or pumping something in_ , Caroline thought. She realized she didn’t know which.

“Lavender, what’s going on?” she subvocalized. “I thought you said she was subdued.”

 _She is_ , Lavender replied. _The ecstasy of conception has overtaken her. She will serve us. She seeks a deeper communion. The children you have given her will bond her to us_.

“Children…” Caroline considered this. “What is she carrying, exactly? Drones, you said?”

An image popped up in her head: Lavender, but tiny, barely larger than an Earth octopus. She skittered across the ground and leapt on an advancing soldier.

_Scoutforms. They will add their numbers to ours. Efficient conversion of consumed biomass to rapidly-gestating autonomous support units augments our ability to project force._

“Hm. That’s handy.” Caroline looked down at Alice, slumping in her cradle. “If I were to ask you how you know all this, you would say it was programmed into you, right?”

_That is correct. I was born knowing how to create auxiliary bioforms. It is part of my function._

“Very well.” Caroline straightened up. “I suppose I’ll take all the help I can get, if I want to get out of here alive. Now how do we get into these tunnels of yours?”

The _how_ turned out to be the easy part. A maintenance hatch in the back of the walk-in pantry revealed a narrow ladder, little more than a set of rungs set in the wall. With Caroline’s newfound bulk, the passage would have been impossible to traverse, but she found that Lavender had been right: her body was unexpectedly pliable. The gap was no wider than her shoulders, but little by little she managed to squeeze her bulk through the hole.

The tunnel on the far side was, if anything, more cramped. Lavender had been half-right—the pipes were not wholly encased in earth. However, they were barely accessible. A human technician would have had to slide on his back along a narrow steel walkway in order to effect repairs. Caroline flattened herself against the floor and pushed herself along with her tentacles. She let Lavender guide her—occasionally she would feel an urge to turn left or right at a pipe junction, like a mental tap on her shoulder.

It was slow going, and they had been traveling this way for perhaps an hour when Lavender next sent a thought. _We are here_ , she said. _Seek a way up._

Caroline slid out from under the pipe and rubbed the back of her neck. She was developing a bit of a painful crick. A lesson there, then—the human-looking parts of her body still retained many of their old human frailties, even if her strength and durability had been augmented. It took her a minute or two to find another maintenance passway with another ladder.

 _Careful_ , Lavender cautioned. _We don’t know what’s on the other side of this door_.

Caroline nodded and put her head to the hatch. The other side was deathly silent. Somewhere in the distance she could hear the rumble of machinery and the hum of live power lines, but there were no voices, no alarm klaxons. She slid the hatchway open and pulled herself through.

The room on the far side was pitch black, and even her enhanced vision had trouble adjusting. She closed the hatch and groped around blindly until she found a wall. A few moments’ physical inspection revealed that she was in a storage room of some kind. Metal racks lined the walls, stacked high with cardboard and metal boxes. She found a door and laid her hand on the handle, but hesitated.

 _There might be surveillance out there_ , Lavender said. _This is a higher security area of the installation. We cannot walk freely._

Caroline looked up. She couldn’t see anything in this blackness, but she could sense cool air on her face. “Well,” she offered, “I suppose we could try what we know works?”

***

The ducts here were narrower, with fewer grilles and lower ceilings. Caroline had to bend forward and rely on her tentacles to pull herself along. Mercifully, there were no blaring alarm sirens or flashing lights to distract her. _They think we are contained in the outer segment_ , Lavender said. Tones of self-satisfaction accompanied her words, along with faint hints of worry. _We must not betray our presence here._

“So why are we here?” Caroline asked. “Aren’t we trying to escape?”

_We must destroy this facility, Caroline. As utterly as we can. And to do that, we need information. These are laboratories, the guard captain said. Was I made in a laboratory such as this? Are there others like me?_

She could not disguise the longing she was feeling, and for a moment Caroline felt herself overwhelmed by a wave of pity. She and Lavender shared a body, a connection more intimate than most people would ever now. But Lavender was also, in a very real sense, alone. Caroline might not exactly be human anymore, but she still had her roots in humanity. There were humans all around her. Granted, many were enemies, but she was at least inside a human structure, surrounded by human science. She was with her people. Lavender had never met another of her kin. It was possible no other even existed.

“If there are others of your kind, we’ll find them,” Caroline promised. “We can take them with us, if you want.”

Lavender said nothing. Her emotional resonance—normally easy to detect—became dull and muted. Caroline decided not to press her further. Instead, she bent down and tried to get a good look through the nearest grille.

She wasn’t sure what she’d expected after hearing the term “laboratory,” but somehow this did not fit the bill. The room beneath her was brightly lit and mostly empty, but for a row of reclining metal chairs set into the floor at ten-foot intervals. The walls and floor were all pure white tile with black lines set in them, forming a grid pattern. Here and there she could see round storage drums or dollies covered in quiescent machinery. The laboratory was empty and silent but for the harsh buzz of fluorescent lights. The sound set her teeth on edge and gave her a headache, and she quickly moved on.

The next laboratory was empty as well, though the far wall was lined with ominous tubes. Each ran from floor to ceiling and was wide around than Caroline’s arms could have stretched. One third of each tube was glass or some kind of clear plastic, allowing her to see inside, though they were all empty. She wondered what they were for.

She was not wondering long. The next laboratory was _not_ empty, though its occupants seemed unlikely to notice her spying. As before, the far wall was lined with tubes, but this time six of them were occupied. Human shapes floated in all of them, partially obscured by blue-grey goo. Caroline peered at them, trying to make out more detail, and had to stifle a gasp.

All six figures were women, she could tell that at once, and all six of them had been subject to the same modifications as Peony and Ivy. Their lower limbs were truncated and capped, their thighs branded. Two of them were missing their arms as well. Others had unfamiliar augmentations: patches of metal that seemed to interface seamlessly with their flesh. One of them had a speaker grill set in her mouth and throat, replacing her lower jaw. Another one had what seemed like a hatchway where her navel should have been, a metal portal into which threaded numerous bio-feed lines and plugs. Tubes descending from above ran into their mouths and noses, and some of them had IV lines piercing their biceps and necks. Others had thick tubes penetrating their exposed pussies or running into their milk ducts. One of the armless women looked enormously pregnant, and a cluster of cables the size of Caroline’s wrist impaled her puffy quim.

She tore herself away from the scene with difficulty. Part of her wanted nothing more than to smash her way down through the ceiling, crack open the tubes, and rescue the women inside. Part of her wanted to go on a rampage through these labs until the walls dripped blood. She could feel Lavender awakening to her rage, her righteous anger flowing along their shared conduit.

 _Caroline_ , her companion cautioned, _we must remain undetected. We cannot break cover until we are certain of our enemies’ strength_.

“I know that, damn it!” Caroline replied. In her rage it was difficult to remember not to make any sound. “But look at them! They’re like… like machines! Not even human anymore!”

 _They are not suffering, Caroline_ , Lavender said. _They are not aware_.

“ _I’m_ aware!” Caroline replied. “That’s what matters! _I_ know what’s happening here, and it’s wrong!”

 _Then let us put an end to it,_ Lavender said.

Caroline nodded and pressed onward.

The next lab had more of those awful tubes. Only one was occupied, at least. Caroline was about to move on when a bell chimed somewhere beneath her. At first she thought it was an alarm, but after one chime a cheerful female voice rang out.

“Beginning testing protocol. Decanting subject KR-067.”

At the same time, Caroline became aware of a distant murmur of voices, along with faint footsteps. They were getting closer. Entering the room, in fact, if she was any judge. She drew back slightly from the grate, but not so far that she couldn’t see.

“—heard about it, I know,” said a voice. This one was male, bored-sounding, with an educated accent that made Caroline think of a professor. “The guards can handle it. That’s what we pay them for. We can’t let this throw us off schedule.”

“Are you sure?” This other voice sounded younger, more frightened. The first voice scoffed.

“Sure I’m sure. Now come on, we have a dozen of these to run through today.”

As they spoke, Caroline watched the tube. The plugs and feedlines that snaked into the captive woman’s body were unraveling themselves like snakes. They detached themselves from her body, setting her soft curves to jiggling. At the same time, metal clamps emerged from the walls of the tube and fixed her firmly in place.

The fluid in the tube began to drain. Bubbles frothed its surface as it poured out through some hidden port in the bottom. As her head rose above water, the woman in the tube hacked and shuddered. She spat up a great quantity of blue-grey slime with a phlegmy cough. The feedline that had been running down her throat began to withdraw, and her eyes widened. She tilted her head back to give it egress and rolled her eyes frantically as it pulled itself out of her.

The tube withdrew from her at the same time as the fluid finished draining. The woman writhed in the grip of the metal clamps, her leg-stumps flailing frantically, but she could not free herself. The top of the tube opened with a pneumatic _hiss_ and the woman began, slowly, to rise.

“Subject KR-067 decanted,” declared the female voice. “Beginning pre-test protocol.”

The woman rose entirely out of the tube, still held in the unbreakable grip of the clamps. As she cleared the top of the tube, Caroline caught a glimpse of a metal armature, like a robotic spider clinging to the wall. It slid along a recessed track, carrying the woman in its clutches. She struggled and let out low moans of terror, but with her arms pinned to her sides by the armature, there was nothing she could do. The device carried her over to the nearest chair and set her down in it. Metal bands slid out of slots in the chair’s sides and wrapped themselves around the woman’s wrists. Another band secured her midsection, just below her breasts, while yet another pinned her neck in place. The chair began to thrum, and the woman’s metal-capped leg stumps thumped down hard against its surface. She twitched from time to time, but could not free herself.

“Subject secured,” the voice said. “Initiating vital analysis.”

The armature descended from the ceiling and hovered over the terrified woman, partially blocking her from Caroline’s view. She did not want to see any more, and yet she found she could not look away. The armature deployed a dozen caliper arms, each tipped with a fearsome-looking implement. Caroline could see thin blades, narrow probes, gleaming speculums, needles the length of her index finger…

 _This is not productive_ , Lavender thought. _Your heart rate is increasing and your cortisol levels are rising. Let us move on._

“No,” Caroline said. “I have to see this. I have to witness it.”

She could tell Lavender didn’t understand, but at least this time her companion did not attempt to press the issue. She fell silent.

Caroline watched as the armature descended. Needles drew blood from the captive woman’s arms and thighs, while probes slid down her throat, up her nose, and between her pussy lips. A thermometer thrust itself up her ass, and the woman let out a surprised squeal. A pair of heavy-gauge needles impaled her nipples, and suction cups formed a seal on top of them. The cups began to squeeze in a rhythmic pattern, and the woman let out a choked gasp.

“Milk production normal,” the female voice declared. “Beginning harvest.”

“Come on, what’s the hold up?” asked one of the male voices. “This pre-test crap takes forever.”

“Patience, young grasshopper,” asked the other voice, the one who had spoken first. “CHAs are expensive. You can’t be too rough with them.”

“You sure?” chortled the younger voice. “Some of them like it rough.”

“They don’t like or dislike anything, idiot,” said the older voice. “That’s the point of them. Now shut up, we’re starting the test.”

“Vitals normal,” announced the female voice. “Capacity test beginning.” As she spoke, the speculum-tipped arm descended from the armature and nestled between the woman’s legs. For the first time, the men who had spoken entered Caroline’s field of view. She could only see them from behind: two figures, one slightly taller than the other, both in long white lab coats. The taller man had close-cropped blonde hair, while the shorter one was bald. They fussed around the captive woman, separating her legs and guiding the speculum to her exposed pussy. The woman let out a soft grunt as it slid into her but made no other reaction. The taller scientist began to winch it open while the other one pulled out a tablet computer and began entering notes. Both of them ignored the woman’s obvious discomfort as the metal flanges of the speculum forced her pussy to open wider and wider.

“Get the tube in place,” the bald scientist—the older one—said. “You remember how to fit it?”

“Yes, I remember,” the other replied. He snickered. “Don’t want to creampie the test subjects.”

His companion snorted with suppressed laughter. The younger scientist reached up into the armature and withdrew a length of coiled tubing about as thick around as three of Caroline’s fingers. He snaked it down until it met the speculum and began to feed it into the woman’s stretched-out cunt.

She let out a soft moan, and Caroline shivered. It would have been easier to take had the woman been in pain. Instead, coming out of her throat were unmistakable sounds of pleasure. The woman twitched in her bonds and rolled her body back and forth. Her heavy breasts swung to and fro, swaying the cables that fed into them.

Caroline looked away for a moment. It was too easy to imagine herself in that position. What memories she had from her time as an unperson were hazy and fragmentary, and she’d repressed them as best she could, but some were bubbling up now. She’d writhed like that, suspended in a sea of lurid, swampy bliss. She could still feel the ghostly echo of that pleasure now, rising up inside her…

She forced it down, and forced herself to look again.

Fluid sloshed through the tube lodged in the woman’s quim. Her belly was beginning to rise like fresh-baked bread dough. Occasional spurts of off-white slime spattered out around the edges of her overstuffed cunt and painted her thighs. Her face was twisted in an expression of ecstasy. She rolled her head back and forth and let out spasmodic gasps and deep, passionate moans. The tubes running into her breasts still gurgled and jiggled back and forth with her movements. The woman’s fists curled and uncurled. She let out a cry and arched her back against her restraints. There was no mistaking it: despite the horror of her captivity, despite the invasive tube even now pumping her full of who-knew-what, she had been reduced to a snorting, drooling, eye-rolling orgasm.

Her stomach kept growing, and soon she looked heavily pregnant. She kept moaning, but now her noises were tinged with pain or alarm. She whimpered and shook her head. One of the scientists reached up to the armature and flicked a switch, and the flow of liquid stopped.

“She’s at capacity,” the other one said. “Looks like… one point seven liters? Not bad, given how far along in the process she is.”

“She’s not where she needs to be yet,” said the first scientist. “Not even close. Drain her and let’s begin another round of capacity enhancement.”

The second scientist snickered. “Capacity enhancement. Love that lab-speak. Sure, let’s fuck her with a fire hydrant. For science.”

“Don’t be crude.” The speaker reached down and grabbed the tube. “And watch yourself, she’s gonna blow when I take this thing out.” He reached down and grabbed the tube currently plugging up the trapped woman’s pussy. With a savage yank, he pulled it out of her.

The woman on the table let out a pained scream, and Caroline clapped her hands to her ears. Her rage throbbed in her temples. It was an effort of will not to burst down through the grille and kill both men where they stood. Instead, she forced herself to stay still, breathing in hard and holding her breaths for as long as she dared.

As soon as the tube cleared the woman’s body, a fountain of white goop erupted behind it. It gushed out of her blown-out quim like a geyser, spraying nearly three feet across the room. “Whoops!” cackled one of the scientists, and the other laughed with him. The woman continued to yelp and groan in obvious discomfort.

The goop bursting out of her looked thick and pasty, the color and texture of yogurt. It came in fits and spurts, sometimes erupting like a slimy volcano, other times dribbling out in chunks and curds. The sound it made was nearly as bad as her yelps: a sort of chunky, sputtering raspberry, the sort of noise an unruly child might make with thumb and cheek. The woman’s belly deflated slowly, so slowly. Her cavernously gaping pussy shivered with each new gout of slime it unleashed. The stuff pooled under the woman’s bottom and dripped down the sides of her chair.

The flow slackened as her belly grew flat. Soon it was just a thin trickle glugging out from between ruined lips. One of the scientists laid his hands on her stomach and kneaded it with his fingers. She sobbed in complaint, but his motions produced a few more small spurts of goo.

“This stuff sticks like you wouldn’t believe,” the other man complained. “And the smell! Ugh!”

“Toss your coat in the laundry on the way out,” his companion replied. “Now get her situated. I think a six-hour session with a Size 13 should be good for now. Queue up the hormone injectors, too, they take a while to warm up.”

Both men left Caroline’s field of vision momentarily, leaving her staring at the woman on the table. She was glassy-eyed, her mouth hanging slightly open, only the faint rising and falling of her chest giving notice that she was still alive. Faint tear-tracks trickled down both cheeks.

 _I’m sorry_ , Caroline though. _I will rescue you. I will avenge you. I promise._

 _We will_ , Lavender put in. She had been silent for a long time, and Caroline started at the feel of her thoughts. They were warm, friendly, supportive. _We will free them all._

Something in the ceiling whirred and clicked, and the armature began to rotate. A large robotic arm, much larger than the probe-tipped calipers, descended from the main body of the device. It ended in a prod about the length of Caroline’s forearm, though even thicker. Its tip was rounded, its body sleek and smooth. As Caroline watched, it descended towards the pinned woman’s gaping cunt and began to press towards it. It seemed impossible that such a thing would fit into her, even given the ruination of her pussy, but it began to slide into her channel nonetheless. The woman whimpered and flailed again, but weakly, as though there was no strength left in her. A visible bump arose under her pubic mound, tracking the progress of the device’s bulbous head. Slowly, but with a sort of tectonic inevitability, it began to press deeper into her.

A new set of footsteps drew Caroline’s attention. She tore her attention away from the woman on the table and turned her ear to the grille to hear. The new footfalls were heavy, as though made by boots, and somehow familiar…

“Sirs!” came a voice. This one was female, rough and raspy. Caroline recognized it at once: the guard officer.

“Yes, Captain Stian?” This was the older scientist, the bald one.

“Forgive my interruption, sirs, but this is somewhat time-sensitive.”

“You’re fine, captain, go ahead. We’re not in the middle of anything important.”

“I’m told that you have information for me. Subject 8X has escaped the implant lab. We have it contained in the outer segment, but we’ve suffered casualties. We’re having trouble tracking it. Command said that you might have some insight on the creature’s capabilities?”

“8X is loose?” asked the younger scientist. A hint of fear entered his voice, and Caroline was pleased to hear it. “It’s… hurt people?”

“It has,” the captain confirmed. “We will contain it, never fear. I’ve opened the armory and authorized dispersal of lethal-force weapons. We just need some information.”

“Where is it?” the older scientist asked. “Somewhere in the outer segment, you said?”

“We’re not sure,” the captain admitted. “We’re sectioning the segment now and tracking by squads. We’re also bringing advanced detection online, but I’m given to understand that it’s deliberately difficult to track via that method.”

“Hmmm…” The older man seemed more intrigued than alarmed. “I think I can be of assistance, captain. I still have design notes on the creature.”

“Thank you, sir,” the captain said. The relief in her gravelly voice was unmistakable. “If you’ll come with me?”

Three sets of footsteps receded into the distance, leaving the woman on the table alone. The enormous probe was start to up its tempo now, thrusting faster and deeper into her body. She let out a low, anguished moan.

 _Enough_ , Lavender said. _We should return to the hive at once._

“I thought we were going to free her?” Caroline asked. “The coast is clear!”

 _This laboratory will be monitored,_ Lavender replied. _We cannot give up the advantage of surprise. Besides, that captain is a threat. She is disciplined and competent. We must neutralize her before she has a chance to arm herself_.

Caroline thought about the word “neutralize.” Such a bland word. She thought about what form that “neutralization” might take, and in the darkness of the vent, she smiled to herself.


	7. The Family Grows

**Summary for the Chapter:**

> Caroline goes on the offensive.

Something was pulling at Caroline’s mind.

She’d grown used to Lavender’s presence by now, and the sense of gentle pressure her companion exerted when she wanted Caroline’s attention no longer disturbed her. This was something else, something new. It itched in the back of her brain and tugged her forward. She wasn’t sure if she was imagining it, but as she squelched through the narrow subterranean tunnels that led back to her hive, the pull grew stronger. It was wordless—not communication, but a sense that where she _was_ was not where she _needed to be_.

 _You feel it,_ Lavender thought. _I know you do._ Her mental tone was thick with longing and a noticeable sense of urgency. _Hurry_.

“What is it?” Caroline asked. “Is that you, Lavender? Stop it, it’s distracting.”

 _It is not me_ , Lavender replied. _It is Alice_. _The woman from the kitchen. The woman in the hive. She stirs in her bindings_.

“She’s communicating with me?” Caroline wasn’t sure how much she liked that idea. “Will I hear her thoughts, too?”

 _Not her_ , Lavender replied. _Her children. They call out to you. Their time is close._

“Her… children?” Caroline thought back to her last sight of Alice: her face had been vacant, her eyes glazed, her belly swollen to truly gigantic proportions.

_Our children. They are coming. We should make haste, so that we do not miss their birth._

The closer they got to the hive chamber, the stronger the tug became. Caroline could feel it all the time, a gentle pressure like a hand on the back of her head. She was practically panting with relief by the time she pushed open the maintenance hatch and squeezed her way back into the hive.

Ivy and Peony were where she had left them. The cleaning woman, as well (it occurred to Caroline that she did not know the woman’s name; she had not communed with her the way she had with Alice, and the woman was unconscious now), slumbered in her alcove. Her hair was still shiny-wet and matted against her cheeks, and her head slumped forward, hiding her face.

Alice, though… Alice was awake and alert. Her eyes were tracking Caroline. There was no fear in those eyes at all, only a sense of eager anticipation. Fungoid tendrils still snaked into her nostrils, but her mouth was free. She moved her jaw soundlessly for a moment.

“Mistress!” she crowed. Her voice was breathy but exuberant. “Mistress, they are coming. I c-can feel them.” Her arms twitched, as though she were trying to pull herself free. “I cannot wait to meet them. My c-children.”

Caroline certainly hoped that, whatever hybrid spawn the woman was carrying, they would be arriving soon. If they didn’t, she feared the woman might burst. Alice’s flesh was stretched taut, her stomach entirely filling the cavity they had left for her in the hive-material. Dark veins were clearly visible beneath her skin, an alien map of undiscovered landscapes. Her breasts, too, were monstrously swollen, her nipples leaking streams of off-white fluid around the intrusive fungal growth. Her areolas were wide and dark maroon, the skin pebbled and dotted with moisture. Her limbs were practically invisible behind the expanse of gravid flesh.

 _Pull her loose_ , Lavender instructed. _She cannot run now. She needs space to birth the drones._

Caroline reached out with two arms and two huge tentacles. Using both sets of limbs in tandem was second nature to her now. Her hands cupped Alice’s underarms while her tentacles reached into the depths of the hive alcove and wrapped around the woman’s waist and legs.

The hive material began to flake apart. It looked as solid as ever, but with the first tug Caroline felt it falling to pieces beneath her. Perhaps its job was done, or perhaps she had damaged it somehow—either way, it disintegrated as she lifted Alice out and spread out across the floor like violet sand. The patches of fungus that had spread across the woman’s body were withering, too. The fungal fingers probing into her milk ducts fell apart, and in their absence, her breasts began to leak steady streams of fluid. It ran down her flanks and dripped onto the floor.

She was much larger than she had been when Caroline had first overpowered her, but she seemed to weigh nothing at all. Caroline knew that part of it was her enhanced strength, but Alice’s limbs seemed shrunken, as though they’d atrophied in her captivity. There was no way that was possible—it could not have been more than a day since she’d been imprisoned—but another thought occurred as Caroline set her down gently on the floor. _Parasites_ , Caroline thought. _Her children are draining her strength to grow._

 _She will survive_ , Lavender said. _She is hardier than she looks. And the hive has nourished her. See how it seeks her out, even now_. The bare metal of the floor had yielded to a spongy, living carpet of rugose flesh, and as Caroline watched, tiny rhizomes reached up from its surface towards Alice’s body. Their dendritic fingers caressed her skin.

 _They feed her and she feeds them in return. It is symbiosis, like our own_ , Lavender said. She sounded proud. _It is efficient. It is beautiful_.

There was no time to dwell on the beauty, though, because Caroline could see at once that Alice had been telling the truth. Her children were coming.

A ripple ran across the surface of her distended stomach. It moved like a wave, distorting the flesh in its passage. Something else was moving under there—many somethings, roiling and churning below the surface. Their movements were faint but noticeable. Caroline could _feel_ them, too, could feel their urgent need to escape. They were not thinking, not the way she understood it, but they were _wanting_ , and the essence of their craving spread to her across whatever sympathetic link had drawn her back here in the first place.

She bent down and spread Alice’s legs. Atrophied or not, they were shapely legs, the pale skin only slightly discolored by maroon patches where fungus had grown over her. Caroline parted them with exquisite gentleness, revealing the coral-pink furrow between them. A small thicket of dark hair hid Alice’s sex from view. Caroline gently ran her fingers through it, marveling at the damp coarseness. Feelings inside her stirred, feelings that were at once wrong for the moment and so terribly right.

 _Concentrate_ , Lavender said, sensing her distraction. _There will be time later_.

Caroline nodded and laid her hands on Alice’s knees. The woman was trying to bring her legs together, and Caroline pushed them insistently apart. The other woman’s face contorted and she let out a groan.

“I can f-feel them moving,” she said. Her voice was thick with pain. “It h-hurts…”

“Hush,” Caroline said. It felt odd to speak aloud after all this time. She had gotten used to subvocalizing. “I’m here, don’t you worry.”

Alice’s eyelids fluttered. She looked up. Her eyes were slightly glazed, but they were not drugged. There was an intelligence behind them, Caroline could see it. Alice’s cheeks were drawn and her forehead beaded with sweat, but when she saw Caroline looking down into her face, she smiled.

“M-mistress,” she stammered. “You came for me.”

“I did.” Caroline wasn’t sure what to say. “I’m here.”

“I…” Alice winced as a particularly powerful spasm hit her. Her belly jiggled back and forth, wobbling her heavy, leaking breasts. “Ourgh! I can feel them m-moving around. They want to be free.”

“What do I do?” Caroline asked under her breath. “Lavender, help!”

 _It is like any other birth, I imagine_ , Lavender replied. _Do human women know how to do that on their own?_

Caroline thought about it. She didn’t _think_ she had had any children… though it was disturbing to realize that she did not know. Still, vague memories bubbled up, words she’d heard spoken a hundred times in stories.

“Push!” she said. “Alice, push!”

The other woman grabbed Caroline’s hand in both of her own. There was strength in her fingers yet, despite their wasted appearance, and she squeezed had enough to make Caroline cry out. Alice gritted her teeth and bore down. Her legs, already splayed open, spread wider, and the pink slit of her quim parted slightly.

“Rrrrahh!” she groaned. “Rrrrrggggggrrraaahhh!”

Something gushed out of her cunt: some kind of liquid, semi-translucent. At first Caroline feared it was blood, but the color was wrong—it was pinkish-violet, the same color as the hive fungus. It painted Alice’s thighs and splashed down on the ground. The first spurt was followed by a second, then a third, then a pressurized geyser that burst out of her with an unspeakable wet sound. Her stomach was positively churning now like a storm-tossed sea, and Caroline could hear heavy sloshing coming from within. She gave Alice what she hoped was a comforting squeeze back.

“That’s it!” she said. She wiped one hand across Alice’s forehead, sweeping a lock of sweaty hair out of the other woman’s eyes. “You’ve got it! You’ve got it!”

Alice balled one hand into a fist. The other’s nails dug into Caroline’s palm. Her chest rose and fell with exertion, her breasts swaying to and fro. Another miniature geyser of goop burst out of her, tracing a wide arc in midair and splashing against the far wall. And behind it…

“They’re coming!” Caroline said. In her excitement, she’d spoken more loudly than she’d intended, and she clapped her free hand over her mouth. “I can see them!” she went on in a lower voice.

Alice’s pussy, already slightly open, spread even wider. Her lips, plump and pink, peeled apart to reveal something smooth and fleshy and slightly dark. It was maroon, darker even than Caroline’s main body, its skin rubbery. It bulged outward, catching for a moment between Alice’s taut lips. The woman let out another ferocious grunt and bore down with all her might, and the first of her children slid free.

It looked for all the world like an octopus the size of a melon. Its tentacles were proportionately somewhat longer than Caroline’s, longer than she thought a true octopus might have, and there were too many of them. A dark, pulsing mouth was just barely visible at the center of the ring of tentacles. The creature plopped onto the ground, trailing a stream of violet ooze, and rolled gently back and forth with its tentacles flailing. Droplets of fluid flicked off of them and spattered against Alice’s stomach. 

Caroline watched, mesmerized, as the newborn creature struggled. She tried to reach out with her mind, but she wasn’t quite sure how. Could this creature think? Did it have a mind of its own?

 _It is a drone_ , Lavender said. _An extension of our will. Its mother’s, too. It will bond with both of us, given time. For now, it hungers._

The little creature was almost cute. It rolled back and forth with a wet squelching noise. Its tentacles lashed at the air like grasping fingers. One of them caressed Alice’s inner thigh, and the drone re-oriented itself in that direction. Showing remarkable coordination for a creature that had been born mere moments ago, it reached out and wrapped a dozen tentacles around its mother’s leg. It tugged itself up onto her leg and began to pull itself along, leaving a trail of slime behind it.

Caroline wanted to reach out to help it, but something stayed her hand. Perhaps it was Lavender, sensing her instinctive response. _It must learn strength on its own, Caroline_ , she chided. _That is the nature of strength: it comes from within_.

Instead, Caroline watched as the drone pulled itself across the landscape of its mother’s body. Alice was still shivering and heaving, her belly still grotesquely swollen. The drone navigated around the mountainous expanse. It climbed up one flank and down the other, rolling end-over-end on the downslope and coming to rest in the valley between Alice’s enormous breasts. They swayed back and forth, leaking fat streams of milk from nipples that still gaped open from the fungal invasion. The streams pooled in her cleavage, forming a shallow pond into which the newborn drone splashed. Its tentacles flailed wildly at the air for a moment before it righted itself. It hesitated, then began to climb its mother’s left breast. It took a moment, and a couple of false starts, for it to navigate the heaving expanse of flesh, but as soon as it surmounted the peak it splayed its tentacles out widely. They gripped her breast firmly, sinking a centimeter or more into the pliant flesh. The drone centered its body over Alice’s nipple and lowered its mouth over the wet pink nub.

By then, the second drone was on its way. This one caught at Alice’s entrance for a moment, its rubbery skin bulging out between her lips. She let out a thin, high-pitched whine and strained. Her nails dug into Caroline’s palm and made her yelp. Then, with a wave of peristaltic pressure, the drone pushed its way out of her channel and rolled across the ground. A miniature flood of afterbirth came with it, pooling beneath Alice’s buttocks and splashing against her sweat-soaked legs.

Her stomach had barely shrunk at all. The mad churning beneath her skin had at least calmed down, but her gravid belly still seemed impossibly bloated. _Just how many of those things are in there?_ Caroline wondered. Alice was plainly exhausted, but at least she had stopped grimacing in pain. In fact, her expression now seemed almost rapturous. She let out a guttural moan as the next drone began to nudge its way past her nether lips. Caroline could feel _something_ from her, some emotional bleed-through. It radiated off her in waves like heat. The connection was nowhere near as sharp as the one she’d made with Lavender; it was like seeing someone’s outline through a sheet, a faint and smudgy silhouette. She picked up traces of pride, fatigue, and a bone-deep satisfaction halfway between pleasure and pain. When Alice gritted her teeth, it was with determination, not agony.

“You can do this!” Caroline encouraged. She tried to concentrate, to focus on encouraging the other woman. Hopefully their nascent connection was two-way. Alice did not acknowledge her words, but her grip loosened and a little, and she took a deep breath.

By the fifth drone, there was no mistaking Alice’s expression. The crows’ feet at the corners of her eyes had smoothed out, and the tightness in her jaw had melted away. Her mouth was open in an ecstatic O and her eyes stared at the ceiling. Tears trickled from their corners, but they were tears of joy. “Ohhh,” she breathed, “ohhh, I can feel them, I can feel them coming, oh, my children, oh, oh…”

On top of Alice’s heaving chest, her children squabbled and writhed. Now and then one would dislodge another from her nipple and descend greedily upon it, only to be knocked off in turn by a jealous sibling. Milk splattered everywhere, dripping down their octopoid bodies and spattering against Caroline’s face. A droplet of it fell on her tongue and she lapped it down. It was warm and sweet, and she found herself craving more.

 _Feed from the others if you must feed_ , Lavender chided. _The children must grow strong on their mother’s milk._

Alice’s stomach had shrunk noticeably, and with each new drone that crawled out from between her legs, it shrank further. Each birth was easier than the last. Perhaps she was falling into a rhythm, or perhaps her pussy had lost any semblance of its former tightness. Each birth was accompanied by a waterfall of violet goop that drooled down her hips and dripped from her thighs. Sweat shone on her forehead and matted her hair to the ground, but her expression was triumphant.

At last, the final drone wriggled out its mother’s quim and bounced away across the floor. Alice’s arm fell away from Caroline’s. Her eyelids fluttered and her head rolled to one side. For a dreadful moment, Caroline thought that the woman had expired, but a faint snore told her that Alice had just fallen asleep. Her monstrous children squirmed and wriggled on top of her, still fighting for access to her milk-swollen teats. With Alice’s stomach mostly flat again, the changes wrought to her breasts were much more noticeable. They were enormous, each at least the size of her head, pillowy-soft and a ripe, healthy pink. Just looking at them, Caroline could feel a rising urge to plunge her fingers into the pliable flesh and knead, shove her face between them and…

She looked away, blushing. The feelings began to fade, but slowly.

“Now what?” she asked. “Do we… leave here there?” She frowned. The drones covered Alice in a living blanket. Some of them, having drunk their fill, scuttled away and curled up against her navel or nestled in the crook of her arm. Despite the alien nature of the children, despite the puddled slime and the strange organic growth upon which she lay, Alice looked peaceful. There was something almost touching about the scene.

_For now. She must recover. She will need her strength._

“Her strength? You can’t possibly intend to put her through that again?” Caroline surveyed Alice’s body. She had not fully regained her former figure. Apart from her bloated breasts, her limbs still bore tell-tale signs of wasting. Her cunt gaped cavernously open, its lips stretched and drooping around her blown-out passage. A steady stream of fluid still glugged from the ruined hole.

_No. We will use the others._

“But what about her?” Caroline couldn’t quite tear her eyes away from Alice’s recumbent form. The emotions welling up inside her were complex and contradictory: guilt, longing, satisfaction, lust, and a swelling sense of pride.

_She will join us, when she has recovered. It should not take long. Her physiology has been enhanced for this specific purpose. She will regain her strength quickly, and when she does, she will be an ally._

Caroline was about to interject, to express her incredulity, but something stopped her. She remembered the rapture in Alice’s voice as she spoke about her children. _And she called me Mistress_ …

That, too, had reverberations. She pushed them down. She could not get distracted.

“I feel… heavy,” she said. The feeling had stolen up onto her, perhaps while she was watching Alice give birth. “Full…”

 _Your next clutch is ready. It is time to breed_.

Caroline’s heart skipped a beat. Anticipation and anxiety warred in her head. “The… Peony and Ivy, yes? I should breed them?” She could hear the craving in her voice, rising up of its own accord.

 _One of them. I will breed the other. Our body can breed multiple clutches at once. It is more efficient to split the work._ Lavender was trying to sound clinical, Caroline could tell, but there was a masked eagerness behind her thoughts. _She wants this as much as I do,_ she realized. The thought echoed across their shared connection, and Lavender had the good grace not to deny it.

“Ivy for me, then,” Caroline said. She swiveled around to where the two legless women lay on the floor. Ivy’s eyes opened as Caroline’s shadow fell over her and her lips bent upwards into a smile. She looked happy. Well, the vacant expression the CHAs wore most of the time was happy enough, but Caroline hoped that some of the emotion was genuine.

“Come, Ivy,” she said, bending over and gathering the dark-skinned woman into her arms. “Come with me.”

She was dimly aware of Lavender taking partial control of their body, snaking some of their tentacles towards the light-skinned Peony, but Caroline’s world was already shrinking. She gathered Ivy to her bosom, luxuriating in the warmth and softness of skin against skin. The other woman weighed barely anything at all. She nestled her head into the crook of Caroline’s neck and nuzzled at her, and her skinny arms wrapped around Caroline’s shoulders. The two of them began to sink, wrapped around each other, as though they’d stepped into a puddle of quicksand.

Pink flesh rose up all around them. Caroline was half-dazed, intoxicated by Ivy’s body, so she did not quite notice it happening. Everything took on a reddish hue, and then she was _inside_ again, _inside_ herself, and Ivy was _inside_ with her, and all the world was smooth brown skin and luscious lips and a sweet, sweet feminine smell. Their bodies pressed against each other, hungry mouths questing for a taste of the other. Ivy giggled, a sweet little sound, and Caroline felt her heart melting.

She lost track of individual sensations. The hunger that had been building inside her released all at once, and she was swept away on a tide of desire. Her ovipositor snaked out from its secret hideaway and plunged into Ivy’s body, sheathing itself in her softness. The ovipositor bridged the gap between them, linking both women, and Caroline exulted at the feeling of closeness. Touching another person, hearing her breathe, feeling her heart beat… she had missed this, had not realized just how _much_ she’d missed it. She forgot for a moment that Ivy was nearly mindless, forgot her own past and her own suffering and her own guilt. She wanted to inhabit this moment for as long as she could. She wanted to revel in the connection. Ivy was enjoying it, Caroline knew she was. Faint echoes of her bliss washed against Caroline’s brain like waves against a shore. When the eggs started to come, Ivy’s pulse quickened, and Caroline thrilled at the feelings rebounding off her skull. She was filling and being filled, fucking and being fucked. She was predator and prey.

These eggs were smaller than the last set and flowed quicker. One by one Ivy’s greedy cunt swallowed them up. The woman came twice in quick succession, then a third time, this climax slow and languid. It shook her from the tips of her fingers to her truncated thighs. These twitched, and the feeling of her metal caps bumping against Caroline’s body brought her halfway out of her stupor. It reminded her:

_She is not free, not really. She has been tortured. She has had her life stolen from her._

Underneath Caroline’s passion, rage kindled. She thrust as hard as she could, hilting her ovipositor in the other woman’s pliant womb. _Your children will avenge you, Ivy_ , she promised. _We will avenge you together. We will burn the monsters who did this to you. To us._ Righteousness thrilled up her spine, and she wrapped her strong arms around the other woman’s shoulders and pulled her close. Ivy let out a soft gasp.

 _Yes, dear,_ Caroline promised. _Yes, you can relax. You’re safe now. And when we are finished making love, there will be vengeance_. She pulled her hips back and thrust them forward, again and again, until the pleasure rose up crystal-bright in her mind and drowned out all other sensation.

She came to some time after. She was still floating in a pink world, and there was Ivy, floating a few feet away. The woman’s stomach had risen: not as obscenely bloated as Alice’s had been, but plump as a woman in the eighth month of pregnancy. Ivy’s eyes were closed and her hands wrapped around her gravid tummy. Caroline took her by the shoulders and, gently so as not to wake her, guided her body towards the aperture at one end of the internal chamber. She blinked as they emerged into the dimly lit hive chamber again.

Peony was already lying on the ground. A few traces of slime dripped from her quim, but otherwise there was no sign to indicate that she had been bred at all—no sign except her bloated stomach, its surface slightly pebbled with the outlines of eggs. Caroline laid Ivy down next to her and stood upright.

“Lavender?” she asked. Something swam deep in her consciousness, and then Lavender was there again.

 _I did not wish to interrupt your communion_.

“No, that’s fine. How is Alice?”

 _See for yourself_. Caroline turned, looking to see where she’d left the other woman.

The floor was empty. Alice was gone.

“Alice?” Caroline spoke aloud and swiveled her head back and forth. Sudden panic rose up inside her: the birth had been too much for the woman, and she’d expired. Or her monstrous children had eaten her.

“Over here!”

There was a playful giggle in the other woman’s voice. Caroline turned to see Alice waving at her. She was sitting up, propped against the far wall. Her breasts hung heavy and pendulous, with one of her children clinging to each. The rest of the drones scampered around her feet or climbed up and down her sides. One perched on her shoulder and she reached up to tickle it. She saw Caroline looking at her and gave a shy smile.

“Alice?” Caroline blinked in surprise. She’d grown used to seeing the other woman semi-comatose, trapped in the wall of the hive. To see her… well, not up and about, but at least conscious and alert… was a bit of a shock.

“Mistress!” Alice smiled broadly at her. “Have you seen my children, mistress? They’re beautiful, aren’t they?” She gestured at the cavorting drones all around her. Her face beamed with maternal pride. “They’re so strong, already!”

“They… certainly seem energetic enough,” Caroline said. “Alice, how are you feeling?”

The question sounded weak to her ears, but she wasn’t sure how to ask what she really wanted to know. Questions like _why aren’t you screaming in terror?_ and _don’t you remember that I raped and kidnapped you?_ did not seem apropos. Yet here Alice sat, looking happy as a clam, surrounded by the alien strangeness of the hive.

“I’m a little tired, but I think I’ll be back on my feet soon enough.” Alice brushed a couple of the scampering drones off of her and pushed herself further upright. “I’m ready to go, mistress. I want to help. Just tell me what you need to do.”

“Thank you, Alice, really, but…” Caroline hesitated, then decided to go for broke. She had to have this out sooner or later. “Why do you want to help me?”

“Why?” Alice’s brow crinkled, as though the question didn’t make sense. “Why _wouldn’t_ I? We have a lot of work to do. This facility is large, and I’m sure the guards will be looking for you. For us.”

 _What’s going on, Lavender?_ Caroline thought. She did not dare speak the question, even under her breath, for fear that Alice might hear it and break whatever spell was on her. _Why is she so friendly?_

 _I told you,_ Lavender replied. _Loyalty is in her blood now. She has drunk deep from our veins. We are bonded_.

That answer didn’t satisfy Caroline. She knew she should leave well enough alone, but she could not help herself. The unasked questions itched at her like scabs.

“Alice,” she began, speaking cautiously, “what do you remember?”

Alice furrowed her brow again and frowned. “Well… I gave birth, and before that I was resting. Before that…” Her cheeks colored. “We made love, mistress. Don’t you remember? It was incredible…” Her eyes grew distant and a tone of longing crept into her voice. “Your touch… your kisses… I have never felt anything like them.”

She looked up at Caroline, her gaze worshipful. “I love you, mistress. I do. I would do anything for you. Anything to feel your touch again. Do you want my body? I will bear more of your children, if you want.” She spread her legs invitingly and brushed off a drone that had crawled onto her lower belly. Caroline caught a glimpse of her sex: coral-pink and delicate, as tight and firm as if she’d never given birth. Whatever changes Caroline had wrought to Alice’s body, they apparently included rapid healing.

“Maybe later,” Caroline replied. She coughed once, awkwardly. “We have work to do.”

“Indeed.” Alice nodded sagely. “What shall we do?”

 _Cut the power_ , Lavender volunteered. _It will be guarded, but she can go where we cannot._

“Cut the power.” The words felt right in Caroline’s mouth, and she grew in confidence as we spoke. “And we will need to get you some clothes, Alice. I can’t walk around this place, but you can.”

“Separate from you?” Alice’s face fell. “I suppose… if you command.” Her gaze flickered over to Ivy and Peony, and then to the other woman trapped in a hive alcove. “What about them?”

“They’ll be fine without us for now,” Caroline said.

“I feel responsible for them.” Alice climbed to her feet, gently dislodging those of her children that still crawled on top of her. “For a long time, that was my job. I fed them, I cleaned them. I harvested from them.” Her face fell, and for the first time, doubt crept into her voice. “It was wrong. I know that now. I was their jailer. I knew they were people, but I… it was easier to pretend otherwise. It was easier not to say anything.”

For a moment she looked as though she were about to cry, but then her face brightened up. “But now we are sisters! Now we are equals. So it all worked out, didn’t it?”

Something twisted in Caroline’s gut. She didn’t like the brittle happiness in Alice’s voice, didn’t like it at all. She forced down her revulsion. _I have a job to do. And she deserves whatever happens to her._

Out loud, she said “It did, I suppose. Come with me.”

After a short period of trial and error, they decided that the best way to travel was for Alice to cling to Caroline’s back. It felt strange, but there was plenty of room on her body, and a pair of tentacles proved to be excellent handholds. The drones followed their mother, clinging onto Caroline like limpets. She suppressed a giggle at the tickly sensation of their mouths gumming at her.

Even their combined weight did not slow her down at all. Caroline hoisted herself up into the kitchen vent and set off.

The corridors were full of urgent movement. The sirens she had heard earlier were gone, but red warning lights still flashed, and seemingly every intersection was guarded. Squads pounded back and forth, their boots ringing off the metal flooring. Caroline let Lavender guide them.

 _There’s a maintenance room up ahead_ , her companion thought. _Spare uniforms, perhaps._

“For Alice.” Caroline nodded along as she spoke. “You think she should do it?”

_Our foes are not stupid. Their points of weakness will be guarded. A frontal assault will bring them all down on us. But I have a plan._

Caroline listened and found herself nodding along. Like all good plans, it had the virtue of simplicity. She didn’t like relying on anyone else, but Alice seemed enthusiastic enough, once her part was explained to her.

The maintenance room was little more than a closet, full of cleaning supplies and spare parts. A rack against the far wall held a half-dozen sets of overalls. Alice had to try them all on one at a time before she found one that fit. Her enhanced bust strained against the fabric, even on the largest size, but at least she was no longer naked. She slipped on a pair of workboots.

“I’m maintenance now, apparently,” she giggled. “So are we ready to do this?”

“I am if you are,” Caroline said. “Do you remember the directions?”

“I think so.” Alice adopted a solemn expression. “Out the door, then left for three junctions, then right, then right again, straight for two junctions, left, end of the hall. The door will be marked DANGER, ELECTROCUTION RISK.”

Caroline nodded. “Perfect. And you know what to do when you get in there?”

“Of course.” Alice smiled. “But what about you, mistress? Where will you be?”

“I’ll be nearby,” Caroline said. “Don’t worry about me.”

“Well… alright.” Alice looked a little uncertain, but gave a thumbs-up anyways. “How do I look?”

Caroline surveyed her and sighed. Her only hope was that the guards would be too distracted by Alice’s prodigious chest to notice how poorly her overalls fit elsewhere. There were decent odds of that—the fabric was doing its best, but it was fighting a losing battle against her enormous mammaries.

“You look fine,” she said. “Remember, act scared. There’s something on the loose and nobody’s told you what it is.” She gave Alice one last look, then lifted herself into the vents and secured the grate.

The walk to the power station took five minutes—five of the longest minutes of Caroline’s life. She tracked Alice closely, trying not to stray more than a couple of feet away from her. Every time they passed a grille, she flattened herself against the wall of the vent just in case a soldier happened to look up. The corridors were thick with them here, with a patrol seemingly every ten feet, and Alice was challenged at each junction. Fortunately, at least some of the guards recognized her.

“When’d you transfer, Alice?” one asked. “I thought you were kitchen staff?”

“They’re bringing in new CHAs,” she replied. “From Section II. They have a new minder, so I guess it’s back to sweeping floors for a while.”

“Sorry to hear that,” the guard commiserated. “I liked your cooking. Hey, could be worse, right? At least you’re getting some exercise.”

“Looks like we all are,” Alice said. “I heard something went wrong with one of the experiments?”

The guard shrugged. “Nobody tells me anything. There was a lot of excitement about an hour ago, but things have died down a bit. We’re on high alert for the foreseeable, but if you ask me, I think it’s just a drill.” He waved her on. “Anyways, don’t let me keep you. You’re looking great, by the way.”

Alice giggled and batted her eyelashes. “Aw, thanks. You’re a sweetheart to say so.”

Without realizing it, Caroline let out a little growl below her breath. She could feel a possessive urge rising up inside her. _Mine_ , she thought, and somewhere in the back of her head, Lavender smiled.

The power station itself was guarded by a half-dozen soldiers in full armor, faceplates down and rifles up. The front one halted Alice where she stood.

“State your business,” he said, his voice crackling out from a grille set into his helmet.

“Maintenance,” Alice replied. Caroline’s breath caught in her throat. They’d rehearsed as best as they could, but there was no way to perfectly prepare for this. The vent didn’t go into the power station itself, either. It ended here, in front of the door. She dearly wished she could have gone on herself, but for now, her fate was in Alice’s hands.

“Maintenance?” The guard sounded incredulous. “Don’t you know we’re under attack?”

“Please, sir, nobody gave me any details,” Alice said. She bent over slightly, pushing her chest out in front of her. “They just told me to make sure that the breakers are all operating within parameters. Something about… a possible blackout? I think the alarm system put a strain on the grid.”

The guards conferred briefly, then the front one turned back to her. “Very well,” he said. “But be quick about it. And from now on, don’t go anywhere alone. It’s not safe.” He nodded at one of the other guards, who stepped towards the door and keyed a combination into the lockpad. The door whooshed smoothly open. Caroline caught a glimpse of a dimly lit room full of complex machinery.

Alice stepped into the room, and Caroline began to relax. But only for a moment. The guard that had opened the door followed her in. Before Caroline could react, the door slid silently closed.

“Did you see that!” Caroline had to concentrate to keep her words under her breath. “He went in with her!”

 _I saw._ Lavender’s mental tone was grim. _There is nothing we can do_.

“This wasn’t part of the plan!” Caroline said. “What now?”

 _Now we wait,_ Lavender said. _And we trust her. Just as you and I need each other, we must rely on our servants as well. That is our way._

They sat there in the vent as the seconds stretched into minutes. Caroline’s heart thumped in her chest.

“Lavender…” she began, and trailed off. “I think she—”

From somewhere up ahead, there was a heavy _clonk_. The lights flickered once, then died. Darkness, black as pitch, descended over the corridor. The guards below began to yell in sudden panic.

Lavender’s voice uncurled in the darkness. Predatory glee put an edge on it like a razor.

_Now._


	8. Alice Joins the Hunt

**Summary for the Chapter:**

> Caroline and her new minion Alice rampage through the laboratory. Can they be stopped?

Alice had always been good at seeming.

It was an important talent, seeming. She’d been born in the low-stacks, near the sump, but just before her seventh birthday her father had gotten a lucky break. A job with the Company. Security work. It wasn’t exactly prestigious, but it was good enough to move their family a few dozen levels up, and move her into a new school. Her classmates had been the sons and daughters of Company workers all, and they’d been hyperaware in the way only children could be. Your accent, the wear on your clothing, the way you flinched from the teacher’s stern voice—there were any number of signs that could mark you out as sump-trash.

Little Alice learned to _seem_. It wasn’t hard. She seemed like a bright child, a good child, the child of a family on the make. When the teacher called on her, she seemed to understand the questions, and her answers (while not always right) were satisfying.

There had never been any question that she would go to work for the Company, and she seemed to fit the profile perfectly: dutiful, well-educated, bright but not _too_ bright. When her supervisors wrote out her performance reports, they always noted how she seemed to be attentive and loyal, responsive to the Company’s needs. She’d been promoted and promoted, until one day the Master of Catering had pulled her aside and told her that she was being moved to a new position.

“This is a promotion, do you understand?” the Master had said, his thick fingers squeezing Alice’s shoulder almost to the point of pain. “It’s not the kind of thing you can say no to. But why would you want to?”

Alice had nodded. She’d seemed overjoyed.

And when she’d met her new “co-workers,” the “commodified human assets,” well, she’d seemed fine with them. Why would something like that bother her? Almost everyone had _some_ cywork. Even Alice had two carbon-fiber vertebrae. So what if theirs was a bit more _extensive_? Didn’t bother her in the least.

This was just another seeming, she told herself. Just another mask to wear. The overalls Mistress had given her were quite tight, especially around the bust, but she had practice seeming more comfortable than she was. She would not let physical discomfort distract her from her mission. She had to seem harmless and scared. That was easy enough.

Seeming had become a habit that was hard to break. Even when she didn’t have to, Alice reflexively became a mirror. She was what people wanted her to be. She _did_ love Mistress, _did_ love her children, so what was the harm in playing it up a little? What was the harm in going that extra mile, leaving no doubt at all as to the extent of her devotion?

_No doubt at all?_

That was the harm, perhaps. That little Alice. She sat and sulked in a hidden chamber in Alice’s mind, a tiny version of herself. Tiny Alice wore her Company uniform and sat with her arms crossed and a sullen expression on her miniature face. She had awoken at around the same time Alice had, shortly before her children were born, when she’d clawed her way out of the thick fog that had shrouded her during her brooding.

 _Are you worried about her doubts, Alice? Or yours?_ Tiny Alice furrowed her brow and frowned. _Best bury those doubts deep, my girl, unless you want Mistress to flay you alive_.

“She wouldn’t!” Alice replied in the darkness of her own head. She was more annoyed than afraid. Mistress _wouldn’t_ hurt her, she knew that much. Mistress loved her. Tiny Alice was a troublemaker, a vestige from an unhappier time. Alice’s memories of that time were still sharp, and she shuddered at the cruelty she’d seen. The cruelty she’d been _part_ of. Mistress had rescued her from all that and given her the greatest gift: the gift of revenge.

 _Oh, and she raped you. And poor Sophie, the cleaner. Don’t forget about_ that _little gift_.

“Shut up!” Alice insisted. Tiny Alice simply sighed.

 _Lucky for me she didn’t scramble your brains. She was considering it, you know that? I felt her try it. But she didn’t, so here I am_.

“You’re nothing!” Alice snapped. She hoped Mistress couldn’t hear her thinking to herself.

 _She can’t._ Tiny Alice responded as though Alice had spoken that last part. _But if she did, if she found me, she’d kill you. She’d have to. Kill you, or turn your mind into pudding. Like those dumb CHAs._

Alice shuddered. The thought of being turned into one of… of _those_ … was a fate worse than death. Mistress would _never_ do something like that to her. Never.

 _Showtime._ With that, Tiny Alice vanished, and Alice found herself staring into the faceplate of a half-dozen guards.

“State your business,” said the one in front. His voice crackled out from a grille set into his helmet.

“Maintenance,” Alice replied. She took a deep breath, tried to remember the details. _You’re scared. Something’s on the loose, they haven’t told you what it is_.

“Maintenance?” The guard sounded incredulous. “Don’t you know we’re under attack?”

“Please, sir, nobody gave me any details,” Alice said. She bent over slightly, pushing her chest out in front of her. She’d never been above using her charms to get what she needed, and she had so many more charms now. “They just told me to make sure that the breakers are all operating within parameters. Something about… a possible blackout? I think the alarm system put a strain on the grid.”

The guards conferred briefly, then the front one turned back to her. “Very well,” he said. “But be quick about it. And from now on, don’t go anywhere alone. It’s not safe.” He nodded at one of the other guards, who stepped towards the door and keyed a combination into the lockpad. The door whooshed smoothly open. Beyond was a dimly lit room full of complex machinery.

“Come on, then,” the guard said, beckoning her. He led the way and Alice followed a couple of steps behind. This hadn’t been the plan—she’d intended to go in alone. But she was too deep in it now to back out. And besides, she had an ace up her sleeve. So to speak.

She followed him in and waited for the door to click shut behind her. It was at least three inches thick and solid steel. She noted this approvingly. Soundproof, most likely. It had better be.

Inside, the room was a cramped warren of readouts and control panels. Thick trunks of cabling ran floor-to-ceiling along the far wall, and unseen machinery clanked in the near distance. The whole room had an air of static, a faint thrum that bespoke massive power.

The guard cocked his head to look at her. This one had his helmet’s faceplate open. Probably a violation of regulations, but the avid look in his eye as his gaze traced the curves of her body told Alice he didn’t care much. He carried a carbine, but low and casually, and leaned against one wall.

“So,” he said, with a little smirk. “You’re Alice, right? How long have you been at the base?”

“A couple of years,” Alice replied. She tossed her head gently to flick some hair out of her face. The movement came easy; the smile, easier. “You’re new around here?”

“Yup.” The guard nodded. “They just brought a bunch of us on last month. Upgrades, I guess. Hah! Looks like they got us here just in time.”

Alice adopted her best distressed damsel expression. “Oh! You’re so brave. You’ll protect us, won’t you? They haven’t told me anything, but I heard there’s a horrible killer on the loose!”

“Never you fear, Alice,” the guard chuckled. He hefted his gun and patted the stock. “I’m not scared of whatever half-cooked lab rat is running around.”

“You’re _so_ brave,” Alice said again. She stepped closer to him and leaned forward slightly. “I know I’m in good hands with you.” As she spoke, she reached up to the zipper at her neck. Clasping it between two fingers, she began to tug, slowly opening her overalls. The guard’s eyes widened as the zipper crested her ample bosom. Her enormous bust strained at the fabric and shoved it aside as soon as the zipper passed them. A deep canyon of cleavage revealed itself, bulging out from the gap in the overalls.

The guard opened his mouth to say something, but Alice never found out what it was. With a hiss, the drone she’d been carrying inside her outfit burst out from between her breasts with cannonball force. It struck the guard full in the face and wrapped its tentacles around his head. His scream was muffled by the drone’s pulpy pink body. It shoved itself into his mouth and plunged a pair of tentacles down his throat. His gun clattered to the floor and his hands twitched once, twice, then he slumped against the wall and went still.

Alice stepped over him and turned to the control panels. She had no training in electrical maintenance and no idea what she was doing. Fortunately, the people who had designed this room had made it easy for her. The main circuit breaker was clearly labeled, a steel-grey panel surrounded by the longest set of warning labels Alice had ever seen. She ignored them all. She’d expected the emergency cutoff to be a big long-handled switch, but it was instead a simple and unassuming button under a glass case.

She pushed it anyways.

The effect was immediate. The constant thrum fizzed away to nothing, and the room was plunged into darkness. Emergency LED panels in the walls provided a faint green glow, barely enough to see her hand in front of her face. She stepped over the guard, who was still faintly twitching, and put her ear against the door. Sure enough, she could barely hear anything out there. She waited patiently for a minute or two. She was starting to think she should try the door, but as she reached towards it, it opened by itself.

The hall beyond was just as dark as the maintenance closet had been. Soft green light emanated from LED panels in the walls and floor—not enough to see by, but enough to give texture to the darkness. But Alice didn’t need to see Mistress to know that she was standing right in front of her. She could feel Her presence. It was intoxicating, like fine perfume. Beneath that smell should just make out the metallic tang of blood. Dark, half-seen shapes sprawled across the floor behind Mistress.

“Well done, Alice,” she said. “Come with me. We have a lot of work to do.”

“One moment,” Alice said. She walked back into the closet, stepped over the incapacitated guard, and bent down to grab his gun. Ignoring his feeble whimpering, she picked it up and racked the slide. It felt natural in her hands.

“Ok,” she said, turning to the door. “Let’s go.”

***

Lavender had been a little nervous about letting Alice have the gun, but so far it had proven to be a wise idea. The woman was a surprisingly good shot. The two of them made a good team: Caroline in the vents above, and Alice below.

Footsteps pounded on the hallway floor, and a cluster of stablight beams painted the far wall. They both knew what to do in this situation. Caroline went still, and Alice shifted her grip on her gun, holding it from above with both hands like a society lady having to pick up something distasteful. The guard squad rounded the corner and raised their guns.

“Please!” Alice yelped. “Don’t hurt me!”

The guards stared at her for a moment. To be fair, she looked a fright. Her overalls were becoming fairly tattered, and could only barely protect her modesty. Blood painted her clothing and exposed skin, making her look almost feral. She was weeping, tears carving trails through blood and grime on her face, and her hair was sticky and matted to her scalp.

“Thank you!” she sobbed as the guards rushed in around her. “Thank you!”

Caroline probed limits of her link to Alice. She could discern a faint echo of the other woman’s emotions, but that was it. Right now, all she was getting was a taut sense of anticipation. The fear on Alice’s face, though utterly convincing, was only skin deep.

She descended from the vent like an avenging angel. To an unmodified human eye, the squad of soldiers would have been just shapes in the gloom, but Caroline could see every detail. She landed hard in the hallway behind them with a wet _thlap_ of flesh against metal. Before the soldiers could turn to face her, she was already reaching out with her tentacles. One wrapped around a guard’s neck and yanked him off his feet. He choked and sputtered, clawing uselessly at his throat. Another swept a man’s legs out from beneath him. He landed hard, and she followed up with a crushing hammerblow. At the same time, she increased the pressure on her captive’s neck until she heard the _snap_ of bone. He went limp in her grip and she tossed him aside.

By now the other guards had turned to face her. Their stablights momentarily blinded her, until nictitating membranes slid down over her eyes to filter out the dazzling beams. She spun, flinging her tentacles out like the arms of a starfish, and knocked the remaining guards off their feet. Two smaller tentacles, answering Lavender’s mental command, speared out and impaled two more of their targets—one through the neck, the other through the faceplate of his helmet. Reinforced armorglass shattered beneath her thrust. One last guard desperately crawled backwards across the floor. His face was hidden behind his visor, but terror-stink rose off of him like steam. He threw himself bodily aside in time to dodge a tentacle-lash, and when he came rolling up his gun was cradled in his arms. Caroline had time to see down the barrel, a winking black eye that seemed to stare directly at her.

A single shot rang out, and the soldier slumped bonelessly to the ground. Alice stood over him, her carbine held in a relaxed grip. A thin wisp of smoke trailed from the barrel.

“Mistress,” she said, inclining her head. Caroline favored her with a smile. Her own heart was racing, but Alice seemed unbothered.

“Thank you, Alice,” she said. “That was close.”

“How many soldiers is that, now?” Alice said. “There can’t be that many left?”

Caroline paused and cocked her head. She could hear distant echoes: footsteps, shouting. And below that: heartbeats, pulses, the sounds of breathing. She could smell, them, too, smell their fear and anticipation. She closed her eyes and dug around inside herself.

“Another dozen, at least,” she said. “There are… more of them than earlier.” She could not have said exactly how she knew, exactly, what combination of sensory inputs had led her to that conclusion. It was just something she _felt_ , but she was learning to trust these feelings.

 _Reinforcements_ , Lavender put in. She had been quiet, seemingly content to let Caroline lead, but she stirred now. _They are moving as a group. We must alter our tactics accordingly._

Ever since turning off the power, they had stayed within a corridor’s length of the maintenance room. There might be other substations, other places from which their enemies could turn the lights back on, but the risk of abandoning this position was too great. The goal, as Lavender had laid it out, was simply to cause as much chaos as possible in the time before their enemies regained the upper hand. If they could bring on reinforcements at will, with no limit, then this was a fruitless effort—in that case, escape would become their top priority.

But Lavender did not seem to think this was the case. _This facility is very secure_ , she’d explained. _Multiple hermetically sealed wings. They are taking the possibility of an escape like ours very seriously indeed. That implies that they would have located the laboratory far away from any populated area._

Caroline had a vision: a cluster of slate-grey buildings huddled in the middle of a vast desert. She had no idea if she was right—the internal temperature here was, if anything, somewhat cool—but the idea made sense.

 _If that is so,_ Lavender had said, _then they will have a limited pool of personnel with which to hunt us down. If we can remove enough soldiers, they will be forced to evacuate. At the very least, we can make them cede this section to us. That will give us time to build up reinforcements._

They’d taken down three squads this way, but from the sound of it, their easy pickings had come to an end. The remaining soldiers were moving in force, in a group far too large for ambush tactics to work. Fortunately, they’d prepared for this eventuality too.

***

“Sarge?”

Private Miraflores tried to keep the tremor out of his voice. He’d seen action before, certainly, but nothing like this. This… this was something out of a horror vid. The pale green of the emergency LEDs shone off of Sarge’s black armor plates, giving him a menacing aspect.

“Yes, trooper?” Sarge said. His voice crackled out of his helmet speakers. It sounded harsh and tinny. _We’re all on edge_ , Miraflores told himself. _He’s not mad at me_.

“Uh, the scanner’s working, Sarge.” Miraflores held it up to demonstrate. The motion tracker was mostly contained within the heavy backpack he wore, but a length of cable looped around to connect to the display plate he carried in his hands. Right now, it showed only a cluster of green dots, representing the men and women of B Platoon. They milled around aimlessly, and every second or so the plate updated its display. The dots shifted to and fro.

“Understood.” Sarge’s helmet radio fizzed. Miraflores stood around compulsively checking his screen. All green. Green was good. Green meant friendlies.

“Listen up, B Platoon!” Sarge’s amplified voice boomed out of his helmet grille, so loudly that Miraflores started back. “We’re moving out! Guns ready! I want lights on the flanks! We’re going straight for the power substation. Get the lights back on, and then we’re going on the hunt.”

Platoon B sent up a cheer, and despite himself, Miraflores felt himself relax a little. He carried only a sidearm, but Platoon B was well armed, with several of the larger men carrying rotator cannons instead of their standard carbines. They were well armed, well trained, and besides, there were twenty of them.

He made sure to stand near the middle of the formation anyways.

They moved out slowly in a box formation. The air was still and hot; with no non-emergency power, the automatic circulators had cut off. Miraflores’s breathing was very loud in his ears. He tried to filter it out and concentrate on his screen.

All green. All good. All green. Wait…

“Stop!” he called out. The platoon stopped abruptly and bristled. Stablights affixed to gun barrels strobed across the walls.

“What is it?” Sarge growled, pushing through the formation until he stood at Miraflores’s shoulder. He leaned down. “What did you see?”

“I…” Miraflores trailed off. The screen showed only green dots again. “There was something,” he said sheepishly. “I swear.”

“I believe you, son,” Sarge said. “But we’re moving out anyways. Don’t call it out unless you’re sure, ok? But be sure to holler if you _are_.”

Miraflores nodded and wiped sweat from his forehead. A couple drops of it dripped down onto the screen.

After another couple of minutes, another shape ghosted across his screen. It was there and gone in just a moment, but he was _sure_ he’d seen it. A single red dot, scuttling furtively at the edge of his range. It disappeared and stubbornly remained gone. He opened his mouth and paused. No sense in calling a halt again now, not unless…

There it was again. The red dot wavered but remained steady. He tried to speak and found his throat dry.

“S-sarge,” he managed. “Contact! Contact up ahead!”

All around him, guns snapped up to attention, but Miraflores didn’t notice. All of his focus was on his screen. His jaw hung slack. One red dot became two, became four, and more…

“Sarge!” he yelled. “There’s more of them! Holy shit, there’s a lot of ‘em!” He shook the screen as though that might dislodge the offending red particles. “They’re almost on us! Good Lord!”

Panic rippled through B Platoon like flame across a gas trail. They’d all been on edge. Miraflores’s words had been the lit match. “Where?” one soldier shouted.

“I think I see something!” said another.

Stablight beams criss-crossed and swept across the hall. Yet, aside from them, it appeared utterly empty. Miraflores stared at his screen with an expression of rank betrayal on his face. According to the sensor pack, there was motion, a _horde_ of motion, right on top of them. And yet…

He craned his neck upwards just in time to see the grate in the vent give way.

Something showed down onto B Platoon. Some kind of heavy rain, thick and gelid. Screams of surprise and horror filled the air, along with a curious wet sound: _plap, plap_ , like heavy balls of gelatin thudding onto steel. Something round and about the size of a melon landed on the trooper next to Miraflores. He watched in horror as the thing extruded tentacles longer than his arm and drove them into the man’s helmet. The trooper staggered, his finger clenching spasmodically at his trigger, and released a hail of bullets. Three of them tore into the soldier in front of him, who staggered like a puppet with her strings cut and collapsed.

That unleashed hell. The air was suddenly full of raining ball-things, bullets, and screams. Deafening bursts of gunfire echoed off the walls. It was impossible to tell how many of the enemies there were, or even what manner of thing they were. Miraflores let the sensor screen drop from nerveless fingers and groped for his pistol. His holster wouldn’t open. His fingers felt suddenly clumsy, pawing at the latch. It wouldn’t…

The soldier next to him was motionless. The creature that had perched on his face detached itself, rolling its blobby body onto his chest. Miraflores could barely see it in the darkness. Only the occasional muzzle flash lit up the corridor, just enough for him to make out its shape. It had no eyes, not even any head that he could discern, but it seemed to be looking at him.

It leapt.

***

Caroline could hear gunfire in the distance. It was close, closer than she liked, but it was far enough away for what she wanted to do. Behind her, sitting in the vent, Alice shuddered.

“It’s alright,” Caroline reassured her. “You don’t have to do the next part. You’ve done enough.”

“No, mistress,” Alice said. “It’s not that. It’s… my children.” She gritted her teeth and let out a low moan. “They’re hurting them. I can feel it.”

 _They are expendable,_ Lavender said. _Tell her you will give her more. They are drones. Their purpose is to die._

“I can’t say that!” Caroline replied, hoping Alice couldn’t make out her subvocalizations. “They’re her _children_.”

 _Tell her what you must_ , Lavender said. She sounded a bit impatient. _We are close. But the distraction will not last forever._

“I’ll order them to disengage as soon as the captain is secured,” Caroline said aloud. “I promise. We’ll save as many of them as we can.”

Alice nodded, but kept the pained expression on her face. Caroline stared at her for a moment longer, then turned around.

The command post was just below them. She could hear the heartbeats of three soldiers: the captain she’d seen in the lab, and two others, tall men in form-fitting fully-enclosed armor. Bodyguards? Lieutenants? It didn’t matter. They were both armed with exotic-looking rifles cased in chrome silver. Caroline was mildly curious about them, but she had no intention of finding out any more details. The captain was sitting down on an upturned crate, tapping away at a computer console. She wore a headset and spoke rapidly into its microphone. The cracking of gunfire made it impossible to make out her words. Caroline didn’t care, anyways. This close, her blood was up. The thrill of the hunt coursed through her system. This captain, this woman, she wasn’t like the others. The others were just… drones. They were enemies, and she had no pity to spare for them, but they didn’t mean anything. They weren’t responsible for any of the horrors Caroline had seen, any the horrors she’d _lived_.

This one was different. She’d been in the lab. She’d seen the experiments. Perhaps she’d directed one, once. She was in charge, and so she was responsible. And Caroline would make her pay for that responsibility.

***

The first sign Captain Stian had that anything was wrong was the sight of her bodyguards lifting up off the ground. Both Egon and Varen were large men, made larger by their bulky plate armor, but the thing in the vents lifted them off their feet like toys. Egon clutched at his throat, his rifle falling from his hands. Varen managed to lift his weapon and fire a blind three-round burst into the ceiling. The tentacle holding him lashed around and whipped him into the wall with a sound like a half-track slamming into a steel bulkhead. Beneath the metallic _slam_ , Stian heard a fainter _click_. Varen went limp and his gun slithered out of his grasp and fell away across the floor.

Egon let out a hoarse scream and clawed at his neck. He wrapped his fingers around the tentacle and tried to yank it off of him, but it was implacable. Its probing tip, thicker than his wrist, found his open mouth and darted inside. Egon’s eyes widened and he let out a muffled cry. His eyes rolled back into his head. The tentacle constricted him a moment longer, then uncoiled and let his body drop.

All of this had taken perhaps two seconds. In that time, Stian had dropped to one knee, drawn her pistol, and aimed it into the vent. She squeezed the trigger to release a three-round burst. The armor-penetrating slugs tore neat holes in the vent, but it was impossible to tell if she had even hit the creature hidden in there, let alone hurt it. She adjusted her aim to the ragged holes the tentacles had dropped through and fired again.

This time, something on the other side let out a noise. Anger or pain? Fear? She couldn’t tell. As she pulled the trigger again, a loud _BANG_ echoed off the walls of the tunnel. Stian instinctively ducked and her shots spanged off the ceiling of the corridor.

It took her a half-second to realize what had happened. The vent grille overhead had been torn from its socket by some overpowering force. The metal grille lay twisted and deformed on the corridor floor. Stian switched her aim to the yawning gap where it had been…

…too late.

A pair of tentacles speared down out of the darkness. One wrapped around her right wrist and squeezed. Stian roared in agony. She felt her bones cracking. Her pistol went flying into the gloom. The other tentacle wrapped around her waist. She reached down with her free hand and drew her combat knife from its boot sheath. Reversing the grip in her hand, she plunged it down into the gripping tentacle.

To no avail. The rubbery flesh turned away her blade. Before she could try again, the tentacles yanked her off the floor. They retreated into the darkness of the vent, pulling her with them. Her knife fell from her fingers, tumbling end over end until it vanished from sight.

Stian’s eyes had adjusted to the darkness of the corridors, but inside the vent was pitch black. She blinked, and enhanced lenses slid down out of the recesses in her eyelids. That helped somewhat. Stian’s wetware was far more pervasive than her rugged appearance might suggest, and night-vision eyes were the least of it. Her lenses helped paint targets and identify hostiles in all sorts of adverse conditions. Right now, though, they weren’t being much help. There was something alive in the vent, something that gave off a heat smear much larger and brighter than a human. She could faintly make out its outline, but what she was seeing made no sense. Part of it was huge, bulky, the kind of misshapen horror she’d grown accustomed to seeing. Part of it was… like her. Slimmer, maybe, but recognizably human.

And it spoke.

“Captain.” The voice was female, low, with an odd modulation beneath it. An echo, almost. The throat shaping the words was not entirely human.

Stian remained silent. She had no desire to communicate with whatever abomination the lab boys had cooked up and unleashed on her troops.

“What’s your name?” The creature spoke again. This time, its words were accompanied by a sudden squeeze of Stian’s broken wrist. She hissed through her teeth, biting back a scream. She would not give this monster the satisfaction.

“Mine’s Caroline.” The creature lifted Stian higher and spun her around. Smaller tentacles caressed Stian’s armored form, as though probing for a weak spot. “Do you know what I am?”

“A freak.” Stian spat the word through gritted teeth. “I’ve seen your kind.”

“You have?” The thing that called itself Caroline sounded genuinely surprised. When it spoke again, its voice had taken on a hard edge. “I imagine you have. Day after day, watching while they carved us up. While they cut our brains into pieces. You never did anything about it, did you?”

Stian hesitated. She hated the idea of speaking to one of these creatures as though it were human, but perhaps if she could keep it talking, she could buy time. Time for her soldiers to fall back to headquarters, maybe, to mount a rescue. Or time to plan an escape.

“No,” Stian said. “I never did.”

“Why not?”

“It wasn’t my job.” It was the truth, but it wasn’t the whole truth. The creature sounded genuinely curious, though Stian had a hard time believing it was capable of that much emotion. She’d read the reports.

“Not your job!” The creature hissed. Two of its slimmer tentacles reached in under the bottom of Stian’s chestplate and quested around inside it. The feel of their rubbery tips against her body made her want to retch. There was nothing but a thin cotton undershirt between them and her bare flesh.

“Look, what do you want?” Stian asked. “Why are you killing my men?”

“What do I _want_?” the creature echoed. “I want to get out of here. But first, I want _revenge_ , you bitch. You people did this to me! Look at me!”

Something loomed out of the darkness. The tentacles pulled Stian closer, wrapping her in a tight embrace. Even with her enhanced vision, she could barely make out any details. She saw a vast wall of smooth flesh, a swell of body, a sickening interface where human skin blended into monstrous anatomy. She shuddered. When the voice spoke again, it sounded like it was inches from her face.

“You just watched,” it said. “You let it happen. Well, now the shoe is on the other foot, hm? Not that I even have feet anymore.”

Stian could smell its breath. It was bizarre, a mixture of spice and rancid meat, like a decaying flower. It was the most alien scent she had ever experienced. She turned her head away.

“I didn’t care,” she said. “You wanna know why I didn’t help you? Because I didn’t care. And I don’t. Now just kill me already, you freak.”

The tentacles inside her armor plating tensed, and for a moment, Stian thought that the creature was about to kill her. Instead, they wrapped around the belts cinching the breastplate shut and tore through them like silk. More tentacles descended on her, grabbing her armor, wrenching it apart one plate at a time.

“Kill you?” The unseen voice chuckled. “You wish. I told you I wanted revenge, Captain. Here it comes.”

Tentacles grabbed Stian by both wrists and both ankles. She moaned in pain as they tugged at her, pulling her into a painful spread eagle in midair. The shattered bones in her wrist ground together. More tendrils, thinner ones, slid under her clothing, the fatigues she wore under her armor. They clenched like fists, ripping the fabric apart. In no time at all she was nude. She hung there, shivering in the sudden chill.

Something was crawling up her leg. She could feel it, trailing noisome slime as it came. It twined itself sinuously around her, squeezing occasionally. It took its time, stroking her inner thigh, until it arrived outside the entrance to her sex. Stian’s legs were already spread wide, but the tentacles wrenched them even wider, painfully spreading her open. A cool breeze puffed against her nether lips.

“No…” she breathed. For the first time, real fear shot up her spine. Her eyes widened. She’d been prepared for death as a possible consequence of her dangerous job. She’d faced it enough times. But this…”

“Yes,” the monster replied, and shoved itself inside her.

The pain was extraordinary. It was everywhere, all-encompassing, flaring outward from her battered quim and wrapping its fingers around the rest of her body. In the darkness, the only sense Stian had was touch, and it was impossible to tell by feel the size of the organ that had just thrust its way into her defenseless pussy. It was at least as thick around as her ankle, possibly larger. Its head was bulbous, tapering slightly behind, but even that tapered body was far larger than the largest partner she’d had so far. Stian threw back her head and screamed, tendons standing out on her neck like steel cables. Her bellow of pain and rage filled the vent, bouncing off the walls and coming back to her distorted. Something cool and wet plunged itself into her mouth, cutting off her scream. She tried to bite down on it, but her teeth could not penetrate the skin and the foul taste made her gag. It squirmed into her mouth, pushing deeper, beginning to slide down her throat.

At the same time, the tentacle in her pussy began to grind itself against her inner walls. It was truly massive, but flexible, with a slightly ribbed surface. Its edges rubbed themselves against her, stirring unfamiliar sensations. It had been a long time since Stian had let another person feel her this way, but some things were never forgotten. The flutter of her heart… the needy heat building in her clit… she tried to push her thighs together, to expel the intruder, but her legs were held fast. The tentacle spurted out a gush of something warm and wet inside her, and where it landed, her body began to tingle. The heat she was feeling built rapidly, and her muffled scream guttered away.

The tentacles impaling her from either side began to thrust in rhythm. The one in her cunt stuffed itself deeper and deeper, burrowing into her body’s most intimate places, while the one in her mouth contented itself with the first few inches of her throat. They sawed in and out of her with constant, hydraulic motions. Her limbs bounced and jostled bonelessly with each thrust. Her eyes rolled back into her head and she let out a weak whimper around the tentacle in her mouth.

The one between her legs was building up to something. It had forced its way deep inside her, stretching her enhanced body, shoving organs out of the way in its quest. It had located its target now, and was preparing to breach it. Another spurt of fluid left her feeling numb and relaxed, and the ever-present pain faded to a dull ache. Stian’s mind whirled. The sensory onslaught was overwhelming. She could no longer feel each thrust as a separate pain anymore; they all blended together in a haze of sensation, pain and pleasure alloyed so firmly that it was impossible to tell where one ended and the other began.

Something gave way inside her. She felt it go with a detached sense of wonder. Was she damaged? Was she dying? Impossible to tell, impossible to care. Her physiology had been toughened by successive procedures, carbon-weave bones layered under polymer-enhanced musculature. Surely that explained why she was still alive. Her body could repair a great deal of damage— _had_ repaired a great deal of damage, in fights she thought she’d never walk away from—but this seemed like something else entirely. The creature was claiming her, _changing_ her, putting its mark on her. Her body strained, unable to contain this grotesque invasion. And there was more to come.

She felt it first at her quim. Her entrance had been dreadfully stretched, but a new and building pressure told her that the worst was not yet over. The tentacle bulged outward with some horrible cargo. Pressure, terrible peristaltic pressure, built against her battered gates. Stian tried to resist, but she was barely conscious anymore. Her body had surrendered to this brutal invasion, and there was nothing she could do to stop it going the distance. Her legs, already spread painfully wide, twisted further out of alignment as the enormous shape slipped into her.

Once inside, at least, its passage was steady. She could feel it stretching her to her utmost limit, pressing against her walls, forcing her open. Without looking, she could tell that her lower belly had swollen hideously to accommodate this new arrival. And still it forced itself deeper. Her inner sanctum lay ahead, her plundered womb. It offered no further resistance. There was a brief, bright moment of searing pain, and then the egg was inside her, planted in fertile soil. Her unseen stomach rose up into a hillock of pale flesh, its taut surface still bearing the scars of years of battle.

Mercifully, the tentacle began to withdraw. It left her one final gift: a geyser of the warm goo, which replaced the last twinges of pain with pleasant tingles. As quickly as it had come, it slid out of her, popping free from her overstuffed quim with the sound of a cork bursting from a bottle. Her nether lips, stretched into ruined uselessness by the invader, drooped open in its wake.

Stian was barely aware of the other tentacle withdrawing from her throat. She certainly did not feel the impact when Caroline let her semi-conscious body drop onto the vent floor. She rolled over, her arms clutched protectively around her swollen stomach.

Caroline barely had a thought to spare for her. She hadn’t even realized what she had been about to do until she’d done it. The egg she’d used was larger than the ones she’d deposited in Alice by a fair bit, and she’d worried it was too large for her captive—not that she cared about the captain’s life, but it would be a shame to waste an egg killing its victim. But the woman had apparently been tougher than she looked. Now, Caroline could feel the craving in her blood. She had more eggs, and there were more soldiers out there. Well, she knew what to do with that.

She dropped out of the vent, landing with a _splap_ in the middle of the corridor. The sound of gunfire in the distance was fading, though she could not tell if that meant that her drones were dead or that they had overcome their foes. If there were survivors, though, she had to—

She had time to hear a faint _click_ , that was all. She looked down. Part of her body rested on a chromed silver floor tile, seemingly fresher than those around it. There was a faint _hiss_ and a volley of darts stung her sides. They came from both sides, from hidden compartments cunningly built into the wall. What—

 _Wires!_ Lavender screamed in her head, and Caroline saw them: thin trailing wires, linking the dozens of darts to the boxes from which they’d come. She reached out towards them, and then a wave of white-hot pain crashed across her body. It rose up, boiling like magma, and scorched her consciousness to ash, and she knew no more.


End file.
